Roadzen swaps $3.5M liabilities for 1.23M shares issued to related parties Marco Polo and Avacara

Roadzen Inc.

Issued 892,857 shares to Marco Polo (Chairman Steven Carlson's firm) and 335,000 shares to Avacara (CEO Rohan Malhotra's firm) to cancel ~$3.5M in debts.
Shares priced at $2.80 per share, based on exchange amount divided by $2.80.
Nine-month lock-up with phased release: 30% after 91 days, 30% after 181 days, remainder after nine months.
Piggyback registration rights granted; one demand registration right if shares not registered within 90 days of closing.
Transaction was previously disclosed via binding term sheets on July 18, 2024; closing occurred December 27, 2024.

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