NEAR INTELLIGENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [DATE], is by and between Near Intelligence, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2023, is made and entered into by and among Near Intelligence, Inc., (formerly known as KludeIn I Acquisition Corp.), a Delaware corporation (the “Company”), KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), certain persons listed on Schedule 1 hereto (such persons, the “Initial Holders” and, together with the Sponsor, the “Sponsor Parties”), certain equityholders of Near Intelligence Holdings Inc., a Delaware corporation (“Near”) set forth on Schedule 2 hereto (such equityholders, the “Near Holders” and, collectively with the Sponsor Parties and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
RESTRICTED STOCK UNIT AWARD AGREEMENT NEAR INTELLIGENCE, INC.Restricted Stock Unit Award Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
NEAR PLATFORM USAGE AGREEMENTPlatform Usage Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Stirling
This Near Platform Usage Agreement (“Agreement”), is entered into as of 1st day of January 2023 (the “Effective Date”) between Near North America Inc., having its office address at 100 W Walnut Street, STE A-4, Pasadena, CA 91124 USA (“Company” or “Near”) and MobileFuse, LLC, including itself and all its affiliates, having its office address at PO Box 37, Stirling NJ 07980 (“Customer”). The Agreement and shall be governed by the terms highlighted under Appendix A (“Terms of Use”). This Agreement and the Terms of Use are together referred to as “T&C’s” and supersedes all previous agreements entered in-between the parties including its affiliates. In case of any inconsistencies between this Agreement and the Terms of Use, the terms of this Agreement will prevail.
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and between Near Intelligence, Inc., a corporation incorporated under the laws of Delaware (the “Company”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée, (the “Holder”). Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the A&R Warrant Agreement (as defined below).
NOTICE OF WAIVERNotice of Waiver • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
Reference is made to that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as amended to date and as may be further amended, supplemented, modified and/or restated from time to time in accordance with its terms, the “Merger Agreement”), by and among the Purchaser, Near Intelligence Holdings, Inc., a Delaware corporation (“Near”), Paas Merger Sub 1, a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), and Paas Merger Sub 2, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub 2”), pursuant to which, among other things, (i) Merger Sub 1 shall merge with and into the Company, with the Company continuing as the surviving entity (the “First Merger”), and as a result of which, among other things, all of the issued and outstanding capital stock of the Company as of immediately prior to the First Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exis
WAIVER AND WARRANT ASSUMPTION AGREEMENTWaiver and Warrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WAIVER AND WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and between Near Intelligence, Inc., a corporation incorporated under the laws of Delaware (the “Company”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée (the “Holder”).
OMNIBUS FEE AMENDMENT AGREEMENT March 22, 2023Omnibus Fee Amendment Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
This Omnibus Fee Amendment Agreement (the “Agreement”), dated as of the date hereof, is made by and between KludeIn I Acquisition Corp. (the “Company”) and Near Intelligence Holdings Inc. (the “Target”), on the one hand, and Cantor Fitzgerald & Co. (“CF&CO”) and CF Principal Investments LLC (“CFPI”), an affiliate of CF&CO, on the other hand.
BTIG, LLC New York, New York, 10022Underwriting Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
The Company has entered into an Agreement and Plan of Merger, dated as of May 18, 2022 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 3, 2022, Amendment No. 2 to the Agreement and Plan of Merger, dated as of December 23, 2022, and Amendment No. 3 to the Agreement and Plan of Merger, dated as of January 17, 2023, the “Merger Agreement”), by and among the Company, Near Intelligence Holdings Inc., a Delaware corporation (“Near”), Paas Merger Sub 1 Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Paas Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, pursuant to which Merger Agreement, upon the terms and subject to the conditions thereof, among other matters, upon the consummation of the transactions contemplated thereby, the Company will consummate its initial business combination with Near (the “Near Transaction”).
CONSENT AND AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • New York
This CONSENT AND AMENDMENT NO. 2 TO FINANCING AGREEMENT (this “Consent and Amendment”), dated as of March 23, 2023, is entered into by and among Near Intelligence Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party hereto, the Required Lenders and Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Financing Agreement (as defined below).
ContractNear Intelligence, Inc. • March 28th, 2023 • Services-computer processing & data preparation
*** Portions of this exhibit have been omitted in accordance with Item 601(b)(2) or 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
WAIVER AND WARRANT ASSUMPTION AGREEMENTWaiver and Warrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WAIVER AND WARRANT ASSUMPTION AGREEMENT (“Agreement”) is entered into as of March 27, 2023, (“Effective Date”) by and between Near Intelligence, Inc., a Delaware corporation (the “Company”), and each of the Blue Torch investment funds set forth on Schedule I hereto (each, a “Holder”).
