Xavier Blanchard - Sep 20, 2023 Form 4 Insider Report for Roadzen Inc. (VHNAW)

Role: Global Head of Strategy and Insurance
Signature: /s/ Jeremy Chang, Attorney-in-Fact
Stock symbol: VHNAW
Transactions as of: Sep 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/22/2023, 04:01 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VHNAW	Ordinary Share	Other		+100K			100K	Sep 20, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 20, 2023, the Issuer, formerly known as Vahanna Tech Edge Acquisition I Corp., acquired Roadzen, Inc. ("Roadzen") pursuant to an Agreement and Plan of Merger, as amended, by and among the Issuer, Roadzen and certain other parties thereto (the "Merger Agreement"). Pursuant to the Merger Agreement, (i) each outstanding share of Roadzen common stock, including common stock issued upon conversion of each outstanding share of Roadzen preferred stock, held by the Reporting Person was cancelled and converted into the right to receive 27.21 ordinary shares of the Issuer ("Issuer ordinary shares") and (ii) each restricted stock unit of Roadzen was assumed and converted into the right to receive 27.21 restricted stock units of the Issuer (each, an "Issuer RSU").
F2	Each Issuer RSU represents the contingent right to receive one Issuer ordinary share. The securities reported herein represent Issuer ordinary shares underlying the Issuer RSUs issued under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the "Plan"). The Issuer RSUs were issued to the Reporting Person pursuant to the Merger Agreement, which generally provided that, in connection with the closing of the merger, each unvested restricted stock unit in Roadzen would be assumed by the Issuer under the Plan as a "substitute award" and converted into the right to receive 27.21 Issuer RSUs. Each Issuer RSU fully vests on September 18, 2024, subject to the Reporting Person's continuous service with the Issuer through the vesting date.

Content

On September 20, 2023, the Issuer, formerly known as Vahanna Tech Edge Acquisition I Corp., acquired Roadzen, Inc. ("Roadzen") pursuant to an Agreement and Plan of Merger, as amended, by and among the Issuer, Roadzen and certain other parties thereto (the "Merger Agreement"). Pursuant to the Merger Agreement, (i) each outstanding share of Roadzen common stock, including common stock issued upon conversion of each outstanding share of Roadzen preferred stock, held by the Reporting Person was cancelled and converted into the right to receive 27.21 ordinary shares of the Issuer ("Issuer ordinary shares") and (ii) each restricted stock unit of Roadzen was assumed and converted into the right to receive 27.21 restricted stock units of the Issuer (each, an "Issuer RSU").

Each Issuer RSU represents the contingent right to receive one Issuer ordinary share. The securities reported herein represent Issuer ordinary shares underlying the Issuer RSUs issued under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended and/or restated from time to time (the "Plan"). The Issuer RSUs were issued to the Reporting Person pursuant to the Merger Agreement, which generally provided that, in connection with the closing of the merger, each unvested restricted stock unit in Roadzen would be assumed by the Issuer under the Plan as a "substitute award" and converted into the right to receive 27.21 Issuer RSUs. Each Issuer RSU fully vests on September 18, 2024, subject to the Reporting Person's continuous service with the Issuer through the vesting date.

Remarks:

Global Head of Strategy and Insurance