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Item 3. Legal Proceedings

2026-06-29 compared with 2025-06-26 · 32 added, 20 removed, 7 unchanged (88% of the section changed)

Legal Proceedings.

From time to time, we may be subject to legal

proceedings and claims in the ordinary course of business.

On April 17, 2025, Roadzen filed a lawsuit in

Palm Beach County, Florida against Meteora Capital Partners, LP and affiliated entities (“Meteora”), alleging willful breach

of contract and conduct that has damaged Roadzen and its public market value.

The lawsuit stems from a Forward Purchase Agreement (the

“FPA”) signed in August 2023, under which Meteora agreed to acquire 5 million shares in Roadzen at effectively a zero-cost

basis and to remit proceeds from the sale of those shares to Roadzen under certain contractual mechanisms.

Roadzen alleges that, despite

negotiated safeguards, Meteora sold Roadzen shares without honoring its payment obligations or providing the required notices

under the FPA.

Roadzen is pursuing a contractual claim plus additional damages.

The lawsuit is pending

in Palm Beach County, Florida.

time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

April 17, 2025, Roadzen filed a lawsuit in Palm Beach County, Florida against Meteora Capital Partners, LP and affiliated entities (“Meteora”),

alleging willful breach of contract and conduct that has damaged Roadzen and its public market value.

The lawsuit stems from a Forward

Purchase Agreement (the “FPA”) signed in August 2023, under which Meteora agreed to acquire 5 million shares in Roadzen at

effectively a zero-cost basis and to remit proceeds from the sale of those shares to Roadzen under certain contractual mechanisms.

alleged that, despite negotiated safeguards, Meteora sold Roadzen shares without honoring its payment obligations or providing the required

notices under the FPA.

Roadzen also asserted a claim against Meteora for breach of Meteora’s duty of good faith and fair dealing

by reason of the foregoing refusal to submit payment upon the sale of the shares of Roadzen stock that in effect Meteora received and

was holding at a defacto zero cost basis.

April 18, 2025, Meteora filed a separate lawsuit against the Company in the Court of Chancery of the State of Delaware, also arising

out of the FPA and the subscription agreement, dated August 25, 2023, between the Company and Meteora (the “Subscription Agreement”).

In its complaint, among other things, Meteora alleges breach of contract by the Company based on the Company’s registration obligations

In its complaint, among other things, Meteora alleged breach of contract by the Company based on the Company’s registration obligations

under the Subscription Agreement and seeks specific performance and damages, as well as declaratory judgment that (i) Meteora complied

1 unchanged sentence

the Subscription Agreement and (iii) Meteora’s obligations to the Company under the FPA are limited to $914,726.53.

May 23, 2025, the Company removed the pending action to the District Court for the District of Delaware.

Thereafter, on June 3, 2025,

Meteora moved to remand the action back to the Court of Chancery, and subsequently sought default judgment against the Company in the

District Court.

May 23, 2025, the Company removed the pending action to the United States District Court for the District of Delaware.

Thereafter, on

June 3, 2025, Meteora moved to remand the action back to the Court of Chancery, and subsequently sought default judgment against the

Company in the Chancery Court and also made a separate application to the Chancery Court for summary judgment on the claims asserted.

The District Court denied Meteora’s request for default judgement on October 17, 2025.

Opposition to Meteora’s application

for summary judgment was filed and the Chancery Court held a hearing on May 21, 2026, after which the Chancery Court advised all parties

that a decision would be rendered in no more than ninety days.

Until the Court renders its decision all proceedings in the case have

been held in abeyance.

September 23, 2025, the Company filed a lawsuit in the United States District Court for the Southern District of New York (“USDC

NY”) against the Meteora companies and its principals alleging, among other things, securities fraud and violations of the Racketeer

Influenced and Corrupt Organizations Act (“RICO”) by Meteora.

The Company filed a voluntary discontinuance of the Florida

case against Meteora on October 17, 2025 and thereafter filed an amended complaint in USDC NY to include the breach of contract and breach

of duty of good faith and fair dealing originally asserted in the Florida complaint.

January 30, 2026, Meteora filed an application to dismiss the USDC case;

the Company’s opposition papers were filed early March

2026 and the motion is pending decision.

Until a decision is rendered, all other proceedings are on hold.

Mine Safety Disclosures.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings