8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2023

Near Intelligence, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39843	85-3187857
(State or other Jurisdiction of Incorporation Or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

100 W Walnut St., Suite A-4

Pasadena, California 91124

(Address of principal executive offices, including Zip Code)

(628) 889-7680

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NIR	The Nasdaq Global Market
Warrants, each exercisable for one share of Common Stock for $11.50 per share	NIRWW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

As previously disclosed, on May 18, 2022, KludeIn I Acquisition Corp., a Delaware corporation (“KludeIn”), entered into an Agreement and Plan of Merger (as amended on November 3, 2022, December 23, 2022 and January 17, 2023, the “Merger Agreement”) with Paas Merger Sub 1 Inc., a Delaware corporation and wholly owned subsidiary of KludeIn (“Merger Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of KludeIn (“Merger Sub 2”), and Near Intelligence Holdings Inc., a Delaware corporation (“Near Holdings”).

On March 23, 2023 (the “Closing Date”), pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, immediately prior to the consummation of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving the merger as a wholly owned subsidiary of KludeIn (the “First Merger”) and (ii) immediately following the First Merger, Near Holdings, as the surviving entity of the First Merger, merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). We refer to the Mergers and the other transactions described in the Merger Agreement collectively herein as the “Business Combination”.

Prior to the effective time of the First Merger (the “First Effective Time”), Near Pte. Ltd., a Singapore corporation (“N Sing”), distributed the capital stock of Near Holdings received by it pursuant to the contribution arrangement between N Sing and Near Holdings, such that all of the shareholders of N Sing constituted and became the sole stockholders of Near Holdings and the capital stock and ownership structure of Near Holdings reflected the share capital and ownership structure of N Sing on a 1,000:1 basis as provided in the aforementioned contribution arrangement at the time of such distribution (the “Reorganization”).

At the First Effective Time, (i) each share of Near Holdings capital stock outstanding as of immediately prior to the First Effective Time was converted into a right to receive a number of shares of KludeIn Class A Common Stock determined on the basis of a conversion ratio (the “Conversion Ratio”) of approximately 107.660 as of the Closing Date, (ii) each outstanding Near Holdings restricted stock unit (whether vested or unvested) was assumed by KludeIn and converted into a restricted stock unit for KludeIn Class A Common Stock (each, an “Assumed RSU”) issued under the Equity Incentive Plan (as defined below), such Assumed RSUs continuing to have and be subject to substantially the same terms and conditions as were applicable to such RSUs under the Near Holdings 2022 Employee Restricted Stock Unit Plan, and (iii) each outstanding warrant to purchase Near Holdings capital stock was assumed by KludeIn and converted into a corresponding warrant to purchase shares of KludeIn Class A Common Stock (each, an “Assumed Warrant”), such Assumed Warrants continuing to have and be subject to substantially the same terms and conditions as were applicable to such warrants immediately prior to the First Effective Time.

At the effective time of the Second Merger (the “Second Effective Time”), (i) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time remained outstanding as a membership interest of Merger Sub 2 and (ii) all shares of common stock of Near Holdings were automatically cancelled and ceased to exist without any consideration being payable therefor.

Additionally, on the Closing Date, in connection with the consummation of the Business Combination, KludeIn changed its name from KludeIn I Acquisition Corp. to Near Intelligence, Inc. (“Near” or the “Company”). See “Proposal No. 2: The Business Combination Proposal — The Merger Agreement” of the Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on February 13, 2023 (Registration No. 333-265952) (the “Definitive Proxy Statement”) for additional information and a summary of certain terms of the Merger Agreement. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, which, along with amendments thereto, are incorporated by reference as Exhibits 2.1, 2.2, 2.3 and 2.4 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement

On the Closing Date, Near, KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), and certain persons and entities holding securities of Near prior to the consummation of the Business Combination (collectively, together with the Sponsor, the “Registration Rights Holders”) entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, Near agreed that, within 30 days after the Closing Date, Near will file with the SEC (at Near’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and Near will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but in no event later than 60 days after such filing (or 90 days if the SEC notifies Near that it will review the Resale Registration Statement). In certain circumstances, each of the Registration Rights Holders can demand up to two underwritten offerings and will be entitled to piggyback registration rights, in each case subject to certain limitations set forth in the A&R Registration Rights Agreement.

A more complete summary of the terms and obligations under the A&R Registration Rights Agreement is set forth in the Definitive Proxy Statement in the section titled “Proposal No. 2—The Business Combination Proposal.” The summary and the foregoing description of the A&R Registration Rights Agreement are qualified in their entirety by reference to the full text of the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Waiver of Certain Lock-Up Restrictions

Simultaneously with the execution and delivery of the Merger Agreement, the Company and certain security holders of Near Holdings (the “Near Holders”) entered into lock-up agreements (the “Lock-Up Agreements”) containing transfer and other restrictions on the disposition of the Restricted Securities (as defined in the Lock-Up Agreements) held by such Near Holders for the Lock-Up Period (as defined in the Lock-Up Agreements) specified therein, subject to certain exceptions.

As previously disclosed, on January 17, 2023, KludeIn granted a waiver of the restrictions under the Lock-Up Agreements with respect to an aggregate of 23,453 shares of Near Holdings held by certain Near Holders (which were later converted into an aggregate of 2,506,224 shares of Near pursuant to the terms of the Merger Agreement). On March 21, 2023, KludeIn granted a waiver of the restrictions under the Lock-Up Agreements (the “Notice of Waiver”) with respect to certain additional shares of Near Holdings held by certain Near Holders (the “Released Securities”), such that the restrictions under the Lock-Up Agreements with such Near Holders will no longer apply to such Released Securities. The Released Securities consisted of 7.5% of the total number of shares of capital stock of Near Holdings held by each such Near Holders as of the date of the Notice of Waiver, equal to an aggregate of 3,750 shares of Near Holdings (which were converted into 403,725 shares of Near pursuant to the terms of the Merger Agreement). All other Restricted Securities held by such Near Holders remain fully subject to the Lock-Up Agreements in all respects, and the Lock-Up Agreements remain unchanged and in full force and effect other than such releases. Near Holders who are executive officers of Near did not have any of their Restricted Securities released from the lock-up restrictions contained in their respective Lock-Up Agreements. A copy of the form of Lock-Up Agreement was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2022.

A copy of the Notice of Waiver is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Waiver and Warrant Assumption Agreements

The information set forth in the Introductory Note with respect to the Assumed Warrants is incorporated herein by reference.

As disclosed in the Definitive Proxy Statement, on January 30, 2019, Near Holdings granted Harbert European Specialty Lending Company II S.A.R.L (“Harbert”) (i) warrants equal to EUR 1,200,000 exercisable at a strike price of $500 per share (“Harbert Tranche 1”), and (ii) warrants equal to EUR 1,050,000 exercisable at a strike price of $730 per share (“Harbert Tranche 2” and together with the Harbert Tranche 1, the “Initial Harbert Warrants”). In addition, on April 29, 2021, Near Holdings issued warrants equal to $730,000 exercisable at a strike price of $1050 per share (the “Tranche 3 Harbert Warrants” and, collectively with the Initial Harbert Warrants, the “Harbert Warrants”). Additionally, in connection with the Financing Agreement (as defined below), on November 4, 2022, Near Holdings granted warrants to certain affiliates of Blue Torch (as defined below) (the “Blue Torch Warrants”), which were exercisable for an aggregate of 9,660 shares of Near Holdings common stock.

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On March 28, 2023, the Company and Harbert entered into (i) a Warrant Assumption Agreement with respect to the Initial Harbert Warrants (the “Tranche 1 & 2 Assumption Agreement”) and (ii) a Waiver and Warrant Assumption Agreement with respect to the Tranche 3 Harbert Warrants (the “Tranche 3 Assumption Agreement” and together with the Tranche 1 & 2 Assumption Agreement, the “Harbert Warrant Assumption Agreements”). On March 27, 2023, and the Company and the applicable affiliates of Blue Torch Capital entered into a Waiver and Warrant Assumption Agreement (the “Blue Torch Assumption Agreement”, and collectively with the Harbert Warrant Assumption Agreements, the “Assumption Agreements”). Pursuant to the Assumption Agreements, each of the Harbert Warrants and the Blue Torch Warrants was assumed by the Company and converted into a corresponding warrant issued by the Company, which are exercisable for shares of the Company’s common stock, par value $0.0001 per share (“Near Common Stock”), in each case after giving effect to the conversion ratio of 107.660.

The foregoing description of the Assumption Agreements is a summary only and is qualified in its entirety by reference to the full text of the Tranche 1 & 2 Assumption Agreement, the Tranche 3 Assumption Agreement, and the Blue Torch Assumption Agreement, copies of which are filed as Exhibit 10.5, Exhibit 10.6, and Exhibit 10.7, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Indemnification Agreements

In connection with the Business Combination, on the Closing Date, Near entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancement by Near of certain expenses and costs relating to claims, suits, or proceedings arising from service to Near or, at its request, service to other entities to the fullest extent permitted by applicable law.

The foregoing description of the indemnification agreements is a summary only and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

2023 Equity Incentive Plan

At the Special Meeting of stockholders of KludeIn on March 20, 2023 (the “Special Meeting”), the stockholders of KludeIn considered and approved the Near Intelligence, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan was previously approved, subject to stockholder approval, by the Board of Directors of KludeIn and became effective on the Closing Date.

A more complete summary of the terms of the Equity Incentive Plan is set forth in the Definitive Proxy Statement in the section titled “Proposal No. 6—The Equity Incentive Plan Proposal.” The summary and the foregoing description of the Equity Incentive Plan are qualified in their entirety by reference to the full text of the Equity Incentive Plan, a copy of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

Intermarché Agreement

As more fully described in the Definitive Proxy Statement, for the year ended December 31, 2022, approximately 16.1% of Near Holdings’ consolidated revenues were attributable to the agreement with Intermarché Alimentaire International (“Intermarché”) entered into in February 2022, which expired on January 1, 2023. On February 17, 2023, Near Intelligence SAS, a wholly owned subsidiary of Near, and Intermarché entered into that certain Contract for the Provision of Services (the “New Intermarché Agreement”). The New Intermarché Agreement provides that Near will carry out marketing operations to support sales. The New Intermarché Agreement provides for a certain amount of media credits, which Intermarché is free to spend as it wishes between the different products the Near Platform offers. The New Intermarché Agreement is valid until January 1, 2024 and will not be automatically renewed.

The foregoing description of Intermarché Agreement is a summary only and is qualified in its entirety by reference to the full text of the Intermarché Agreement, a copy of which is filed as Exhibit 10.11 to this Current Report on Form 8-K and incorporated herein by reference.

MobileFuse Agreement

As more fully described in the Definitive Proxy Statement, for the year ended December 31, 2022, approximately 30.0% of Near Holdings’ consolidated revenues were attributable to the agreement with MobileFuse, LLC (“MobileFuse”) entered into in January 2020. On January 1, 2023, Near North America, Inc., a wholly owned subsidiary of Near, and MobileFuse entered into a superseding Near Platform Usage Agreement (the “New MobileFuse Agreement”). As part of the New MobileFuse Agreement, MobileFuse agreed to share with Near a minimum level of MobileFuse’s revenues through the use of Near’s products. MobileFuse also agreed to pay Near annnual minimum fees as well as mutually agreed rates for access to and use of the Allspark platform and running advertising campaigns. The fees may only be changed or increased during the term with the written consent of both parties to the New MobileFuse Agreement. The New MobileFuse Agreement and the terms of use are valid for a period of two years from January 1, 2023 and will automatically renew for successive period of one year each unless either party provides the other party with written notice of at least 180 days prior to the expiry of the initial term or renewal term.

The foregoing description of the New MobileFuse Agreement is a summary only and is qualified in its entirety by reference to the full text of the New MobileFuse Agreement, a copy of which is filed as Exhibit 10.12 to this Current Report on Form 8-K and incorporated herein by reference.

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Consent and Amendment No. 2 to Blue Torch Financing Agreement

As previously disclosed, on November 4, 2022, Near Holdings entered into that certain Financing Agreement (as amended from time to time, the “Financing Agreement”) as borrower, with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent (“Blue Torch”). The Financing Agreement provides for senior secured term loans in an initial principal amount of up to $100.0 million. On March 23, 2023, Near Holdings, its subsidiary guarantors, Blue Torch and the Required Lenders (as defined in the Financing Agreement) entered into that certain Consent and Amendment No. 2 to Financing Agreement (the “Consent and Amendment No. 2”). Pursuant to the Consent and Amendment No. 2, Near Holdings agreed that (a) on or prior to March 31, 2023 (or such later date as Blue Torch may agree in its sole discretion), (i) the Business Combination would be consummated in accordance with the terms of the Merger Agreement, in all material respects, and at a pre-money enterprise value of at least $575.0 million, (ii) the sum of net cash proceeds from subordinated indebtedness and the issuance of additional equity securities (together, “Junior Capital”) and the KludeIn trust account shall be at least $8.0 million, and (iii) Near shall receive commitments constituting Junior Capital of at least $8.5 million in the aggregate (the “Committed Junior Investments”), and (b) on or prior to April 15, 2023 (or such later date as Blue Torch may agree in its sole discretion), the Committed Junior Investments shall have been funded with net cash proceeds of at least $8.5 million ((a) and (b) together, the “Junior Capital Financing Conditions”).

In the event the Junior Capital Financing Conditions are not met, on or before May 31, 2023, Near shall receive net cash proceeds of at least $50.0 million from the issuance of Junior Capital (the “Alternative Subsequent Financing Condition”). The failure to meet either the Junior Capital Financing Conditions or the Alternative Subsequent Financing Condition before the applicable date will result in a mandatory prepayment event of Near’s outstanding obligations pursuant to the Financing Agreement. However, the failure to meet either the Junior Capital Financing Conditions or the Alternative Subsequent Financing Condition will not result in an event of default if the mandatory prepayment is made within three business days following the date on which a condition subsequent was not satisfied.

Furthermore, pursuant to the Consent and Amendment No. 2, Near may not pay any fees and expenses in connection with the Business Combination in an aggregate amount exceeding $2.0 million until (i) Near has received the net cash of at least $20.0 million from Junior Capital and (ii) after giving effect to payment of all such fees and expenses, pro forma liquidity is at least $32.0 million (such pro forma liquidity test, the “Liquidity Condition”). Thereafter, Near may pay only such amounts as previously agreed by Blue Torch prior to the effective date of the Consent and Amendment No. 2.

In addition, Near may not (i) from April 1, 2023 until April 14, 2023, permit its Liquidity (as defined in the Financing Agreement) to be less than the sum of (x) $10.0 million and (y) the DB/Harbert Deferred Payment Amount (as defined in the Financing Agreement), (ii) from April 15, 2023 until April 30, 2023, permit its Liquidity to be less than the sum of (x) $15.0 million and (y) the DB/Harbert Deferred Payment Amount, and (iii) from May 1, 2023 forward, permit its Liquidity to be less than the sum of (x) $20.0 million and (y) the DB/Harbert Deferred Payment Amount.

In order to withdraw additional funds under the Financing Agreement, Near shall have received at least $20.0 million in net cash proceeds from Junior Capital, and the Liquidity Condition shall be satisfied on a pro forma basis (to include net of the payment of any then-outstanding expenses related to the Business Combination (but giving pro forma effect to the proceeds of such withdrawal)).

In connection with the Consent and Amendment No. 2, Near was deemed to have paid a one-time closing fee of $2.0 million, which was added to the outstanding principal amount of the loans under the Financing Agreement. Further, if (i) as of May 20, 2023 (or such later date as Blue Torch may agree in its sole discretion), Near fails to obtain net cash proceeds of at least $20.0 million from Junior Capital raised after March 23, 2023 and the Liquidity Condition has not been satisfied on a pro forma basis, or (ii) a Specified Event of Default (as defined in the Financing Agreement) or certain other Event of Default (as defined in the Financing Agreement) under the Financing Agreement occurs, Near shall pay a deferred consent fee of $5.0 million, which would be added to the outstanding principal amount of the loans under the Financing Agreement.

The foregoing description of the Consent and Amendment No. 2 is a summary only and is qualified in its entirety by reference to the full text of the Consent and Amendment No. 2, a copy of which is filed as Exhibit 10.15 to this Current Report on Form 8-K and incorporated herein by reference.

Cantor Fitzgerald Omnibus Fee Amendment Agreement

On March 22, 2023, KludeIn entered into an omnibus fee agreement (the “CF Fee Agreement”) with Cantor Fitzgerald & Co. (“CF&CO”) and CF Principal Investments LLC (“CFPI”), which CF Fee Agreement amended certain provisions of (i) that certain letter agreement between KludeIn and CF&CO, dated as of September 16, 2021 (as amended, the “CF Engagement Letter”), (ii) that certain Common Stock Purchase Agreement between KludeIn and CFPI, dated as of May 18, 2022 (the “CF Purchase Agreement”), and (iii) that certain Registration Rights Agreement between KludeIn and CFPI, dated as of May 18, 2022 (the “CF Registration Rights Agreement”).

Pursuant to the CF Fee Agreement, among other things, the parties agreed that, notwithstanding any term or provision of the CF Engagement Letter, CF&CO would receive, in lieu of the cash advisory fee otherwise payable to it pursuant to the CF Engagement Letter, a number of shares (the “Advisory Fee Shares”) of Near Common Stock equal to the greater of (i) 600,000 shares of Near Common Stock and (ii) the quotient obtained by dividing (x) $6,000,000 by (y) the VWAP of the Near Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Advisory Fee Shares, provided that clause (y) may in no event be less than $2.06.

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KludeIn agreed to deliver the Advisory Fee Shares no later than 30 days following the date of the Closing. KludeIn also agreed to file with the SEC, within 30 calendar days after the Closing, a registration statement registering the resale of the Advisory Fee Shares by CF&CO (or its affiliates) under the Securities Act (the “CF Registration Statement”), and to use its best efforts to have it declared effective by the SEC (i) if the Company is notified (orally or in writing, whichever is earlier) by the SEC that the CF Registration Statement will not be reviewed by the SEC, by the 60th calendar day after the date of filing thereof, or (ii) if the CF Registration Statement is subject to review by the SEC, by the 90th calendar day after the date of filing thereof, to the same extent and subject to the same terms and conditions, for all intents and purposes, as “Registrable Securities” within the meaning of the CF Registration Rights Agreement, as if they were registrable securities thereunder.

KludeIn also agreed that, for a period of 24 months after the date of the CF Fee Agreement, CF&CO will have the right, but not the obligation, to act as (i) a managing underwriter or placement agent for any financing by or on behalf of the Company involving the primary or secondary offering or sale of public equity securities of the Company (but, for the avoidance of doubt, not including any debt securities, including, without limitation, convertible debt securities, offered or sold by or on behalf of the Company), and to receive at least 50% of the aggregate gross spread or fees from any such financing, and (ii) a financial advisor to the Company, in the event of any potential acquisition, disposition or other extraordinary corporate transaction involving the Company, or any of its assets, securities or businesses, whether by way of purchase or sale of securities or assets, merger, consolidation, reorganization or otherwise, and to receive at least 50% of the aggregate fees and other economics paid to financial advisors in such transaction, in each case, on terms and conditions customary for global investment banks (and agreed by CF&CO and the Company, acting in good faith) for similar transactions, which terms and conditions will be embodied in one or more separate written agreements.

In addition, under the CF Fee Agreement, KludeIn agreed to pay CFPI, in lieu of the commitment fee otherwise payable to CFPI in Commitment Shares (as defined in the CF Purchase Agreement) pursuant to the CF Purchase Agreement, a non-refundable cash fee equal to $2,000,000 (the “Cash Fee”), which will be payable by the Company to CFPI on or prior to May 31, 2023.

The summary and the foregoing description of the CF Fee Agreement are qualified in their entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.17 to this Current Report on Form 8-K and incorporated herein by reference.

BTIG Letter Agreement

On March 22, 2023, KludeIn and BTIG, LLC, as representative of the several underwriters (the “Representative”), entered into a letter agreement (the “BTIG Letter Agreement”) amending certain terms of the Underwriting Agreement, dated as of January 6, 2021 (the “Underwriting Agreement”), by and between KludeIn and the Representative.

Pursuant to the BTIG Letter Agreement, among other things, the parties agreed that, notwithstanding Section 1.3 or any other term or provision of the Underwriting Agreement, the Representative would receive, in lieu of the cash Deferred Underwriting Commission (as defined in the Underwriting Agreement) payable to it pursuant to the Underwriting Agreement, a number of shares (the “Deferred Compensation Shares”) of Near Common Stock equal to the greater of (i) 301,875 shares of Near Common Stock and (ii) the quotient obtained by dividing (x) $3,018,750 by (y) the VWAP of the Near Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Deferred Compensation Shares, provided that clause (y) may in no event be less than $2.06. Pursuant to Section 3.15 of the Underwriting Agreement, KludeIn’s management determined to allocate 50% of the Deferred Underwriting Commission under the Underwriting Agreement to Cantor Fitzgerald & Co. (or its affiliates) for serving as a financial advisor that assisted KludeIn in consummating the Business Combination.

KludeIn agreed to deliver the Deferred Compensation Shares no later than 30 days following the date of the Closing. KludeIn also agreed to file with the SEC, within 30 calendar days after the Closing, a registration statement registering the resale of the Deferred Compensation Shares under the Securities Act (the “BTIG Registration Statement”), and to use its commercially reasonable efforts to have the BTIG Registration Statement declared effective as soon as practicable after the filing thereof. KludeIn further agreed to cause the BTIG Registration Statement (or another registration statement covering the Deferred Compensation Shares) to remain effective with respect to the Deferred Compensation Shares until the earliest of (a) two years from the issuance of the Deferred Compensation Shares, (b) the date on which the Representative ceases to hold the Deferred Compensation Shares covered by the BTIG Registration Statement, or (c) on the first date on which the Representative can sell all of its Deferred Compensation Shares (or shares received in exchange therefor) under Rule 144 under the Securities Act, without limitation as to the manner of sale or the amount of such securities that may be sold. The Representative agreed that notwithstanding the registration obligations set forth in the BTIG Letter Agreement, in the event the Company has registered Deferred Compensation Shares and also has registered securities of the Company pursuant to the A&R Registration Rights Agreement described above, and the Company or the underwriter determines that the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without being likely to have a material adverse effect on the Company or the offering of securities as then contemplated, then the securities to be registered pursuant to the A&R Registration Rights Agreement would be registered prior to the registration of the Deferred Compensation Shares. If, as a result, all of the Deferred Compensation Shares have not been registered pursuant to the BTIG Registration Statement, then the Company is required to file an additional registration statement to register any remaining Deferred Compensation Shares (to the extent that the Deferred Compensation Shares are not able to be sold under Rule 144 at such time). KludeIn also agreed to provide customary indemnification to the Representative in connection with any such registration statement.

The summary and the foregoing description of the BTIG Letter Agreement are qualified in their entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.18 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition of Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.

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FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as KludeIn was immediately prior to the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company following the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Company’s disclosure concerning the Company’s operations, cash flows, financial position and dividend policy following the consummation of the Business Combination. The risks and uncertainties include, but are not limited to:

● the future financial and operational performance of, and anticipated financial impact on, Near following the Business Combination;

● Near’s ability to comply with the financial and non-financial covenants set forth in its financing agreements, including but not limited to covenants related to raising additional capital and minimum liquidity requirements;

● Near’s expansion plans and opportunities;

● Near’s limited operating history as a combined company makes it difficult to evaluate its current business and future prospects;

● the high degree of uncertainty of the level of demand for and market utilization of Near’s solutions and products;

● substantial regulation and the potential for unfavorable changes to, or failure by Near to comply with, these regulations, which could substantially harm Near’s business and operating results;

● Near’s dependency upon third-party service providers for certain technologies;

● increases in costs, disruption of supply or shortage of materials, which could harm Near’s business;

● developments and projections relating to Near’s competitors and industry;

● Near’s management team’s limited experience managing a public company;

● the possibility of Near’s need to defend itself against fines, penalties and injunctions if Near is determined to be promoting products for unapproved uses;

● concentration of ownership among Near’s existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions;

● the ability to obtain or maintain the listing of Near common stock or Near warrants on Nasdaq following the Business Combination;

● costs related to the Business Combination;

● if the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the potential for the market price of Near’s securities to decline;

● the risk that the Business Combination disrupts current plans and operations of Near’s business as a result of consummation of the transactions described herein;

● the risk that Near’s significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations; and

● the impact of health epidemics, such as the COVID-19 pandemic, on our business, financial condition, growth and the actions we may take in response thereto.

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Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in the Definitive Proxy Statement. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks that the Company describes in the reports it will file from time to time with the SEC after the date of this Current Report on Form 8-K.

In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based on information available to the Company as of the date of this Current Report on Form 8-K. And while the Company believes that information provides a reasonable basis for these statements, that information may be limited or incomplete. The Company’s statements should not be read to indicate that it has conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although the Company believes the expectations reflected in the forward-looking statements were reasonable at the time made, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this Current Report on Form 8-K and any subsequent written or oral forward-looking statements that may be issued by the Company or persons acting on the Company’s behalf.

Business

The business of the Company is described in the Definitive Proxy Statement in the section titled “Information About Near” and that information is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Definitive Proxy Statement in the section titled “Risk Factors” and are incorporated herein by reference. There are no material changes to the Risk Factors section except as set forth below.

The Company must raise a significant amount of capital in order to comply with the covenants under the Financing Agreement, and failure to do so would have a material adverse effect on the Company’s financial condition, results of operations and prospects.

Pursuant to the Financing Agreement (as amended by the Consent and Amendment No. 2), on or prior to March 31, 2023 (or such later date as Blue Torch may agree in its sole discretion), the Company must (i) raise additional Junior Capital in amount that, together with net cash proceeds from the KludeIn trust account, equals or exceeds $8.0 million, and (ii) secure Committed Junior Investments of at least $8.5 million in the aggregate. Further, on or prior to April 15, 2023 (or such later date as Blue Torch may agree in its sole discretion), the Committed Junior Investments must have been funded with net cash proceeds of at least $8.5 million. In the event the foregoing Junior Capital Financing Conditions are not met, on or before May 31, 2023, the Company shall receive net cash proceeds of at least $50.0 million from the issuance of Junior Capital. The failure to meet either the Junior Capital Financing Conditions or the Alternative Subsequent Financing Condition before the applicable date will result in a mandatory prepayment event of Near’s outstanding obligations pursuant to the Financing Agreement. However, the failure to meet either the Junior Capital Financing Conditions or the Alternative Subsequent Financing Condition will not result in an event of default if the mandatory prepayment is made within three business days following the date on which a condition subsequent was not satisfied. Further, the Company must maintain compliance with certain minimum liquidity requirements.

The Company’s ability to raise additional capital is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. The Company may not be able to raise such additional capital and maintain a level of cash flows from operating activities sufficient to meet the minimum liquidity requirements. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the Financing Agreement and could trigger acceleration of those obligations. Any default under the Financing Agreement could adversely affect the Company’s growth, financial condition, results of operations and prospects.

Failure to comply with current or future federal, state and foreign laws and regulations and industry standards relating to privacy, data protection, cybersecurity and advertising could adversely affect our business, financial condition, results of operations and prospects.

Laws, regulations and industry standards relating to privacy, data protection, cybersecurity and advertising are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, standards, requirements and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any federal, state or foreign privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or information security could adversely affect our reputation, brand and business, and may result in claims, fines, penalties, investigations, proceedings or actions against us by governmental entities, customers, suppliers or others, or other liabilities, or may require us to change our operations and/or cease using certain data.

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Any such claims, proceedings, investigations or actions could harm our reputation, brand and business, force us to incur significant expenses in defense of such claims, proceedings, investigations or actions, distract our management, increase our costs of doing business, result in a loss of customers or suppliers and result in the imposition of monetary penalties. We may also be contractually required to indemnify and hold harmless third parties from the costs and consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Federal, state and foreign governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. The EU has also proposed the draft ePrivacy Regulation, which will replace both the ePrivacy Directive and all the national laws implementing this Directive. The ePrivacy Regulation, as proposed, would impose strict opt-in marketing rules, change rules about cookies, web beacons and related technologies and significantly increase penalties for violations. It would also retain existing additional consent conditions under the EU General Data Protection Regulation (2016/679) (“EU GDPR”). The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new customers on cost-effective terms and, consequently, materially and adversely affect our business, financial condition and results of operations.

We are subject to a variety of laws and regulations in the U.S. and abroad that involve matters central to our business, including privacy and data protection. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted or applied in ways that could harm our business, particularly in the new and rapidly evolving industry in which we operate. For example, in June 2018, the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which came into effect on January 1, 2020. The CCPA requires companies that process information relating to California residents to implement additional data security measures, to make new disclosures to consumers about their data collection, use and sharing practices, and allows consumers to opt out of certain data sharing with third parties. In addition, the CCPA provides for civil penalties and allows private lawsuits from California residents in the event of certain data breaches. Additionally, a new ballot initiative, the California Privacy Rights Act, was approved by popular referendum in 2020 to amend the CCPA and impose additional data protection obligations on companies doing business in California. The majority of the provisions became effective January 1, 2023, and additional compliance investment and potential business process changes may still be required. Similar laws have passed in other states, including Connecticut, Colorado, Utah and Virginia, complicating the compliance landscape, and more privacy laws have been proposed in other states and at the federal level. If passed, such laws may have potentially conflicting requirements that would make compliance challenging.

The European Economic Area (comprised of the EU member states and Iceland, Liechtenstein and Norway) and the UK have imposed greater legal and regulatory obligations on companies regarding the processing of personal data. It is difficult to predict how existing laws and regulations will be applied to our business and the new laws and regulations to which we may become subject, and it is possible that they may be interpreted and applied in a manner that is inconsistent with our current operating practices. For example, in July 2020, the Court of Justice of the E.U. invalidated the EU-U.S. Privacy Shield Framework, and created additional considerations and complexities for the use of several other lawful transfer methods. Existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products and services, significantly increase our operating costs, require significant time and attention of management and technical personnel and subject us to inquiries or investigations, claims or other remedies, including fines or demands that we modify or cease existing business practices. For example, administrative fines of up to the greater of €20 million and 4% of our global turnover can be imposed for breaches of the EU GDPR.

Each of these privacy, security and data protection laws and regulations, any other such changes or new laws or regulations could impose significant limitations, require changes to our business, or restrict our use or storage of certain data, which may increase our compliance expenses and make our business more costly or less efficient to conduct. In addition, any such changes could compromise our ability to develop an adequate marketing strategy and pursue our growth strategy effectively.

Any failure to comply with applicable laws or other obligations or any security incident or breach involving the misappropriation, unavailability, corruption, or loss or other unauthorized processing, use or disclosure of sensitive or confidential consumer or other personal information, whether by us, one of our third-party service providers or vendors or another third party, could have adverse effects, including, but not limited to: investigation costs; material fines and penalties; compensatory, special, punitive and statutory damages; litigation; consent orders regarding our privacy, data protection, and security practices; requirements that we provide notices, credit monitoring services and/or credit restoration services or other relevant services to impacted individuals; reputational damage; or injunctive relief. We cannot assure you that our vendors or other third-party service providers with access to our or our customers’ or employees’ personally identifiable and other sensitive or confidential information of which we are responsible will not breach their obligations under privacy laws and regulations or contractual obligations imposed by us, or that they will not experience data security breaches, which could have a corresponding effect on our business, including putting us in breach of our obligations under privacy laws and regulations and/or which could in turn adversely affect our business, results of operations and financial condition. We also cannot assure you that our contractual measures and our own privacy, data protection, and security-related safeguards will protect us from the risks associated with the third-party processing, use, storage and transmission of such information. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Financial Information

The information set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of KludeIn and Near is incorporated herein by reference. The unaudited pro forma condensed combined financial information as of December 31, 2022 and for the year then ended is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that Near’s management believes is relevant to an assessment and understanding of Near’s consolidated results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and related notes and other information included elsewhere in Form 8-K. In addition to historical data, this discussion contains forward-looking statements about Near’s business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties, and assumptions. Near’s actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Form 8-K. Additionally, Near’s historical results are not necessarily indicative of the results that may be expected for any period in the future.

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Near” to “Near,” “we”, “us”, “our”, and the “Company” are intended to refer to the business and operations of Near Intelligence, Inc. and its consolidated subsidiaries. In addition, unless otherwise indicated, the financial information provided in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Near” relates to Near Intelligence Holdings, Inc., the predecessor entity in existence prior to the consummation of the Business Combination (defined below).

Overview

Founded in 2012, Near is a global, full stack data intelligence SaaS platform that stitches and enriches data on people and places from which its customers can derive actionable intelligence of consumer behavior to help its customers make meaningful decisions.

Every business needs to know their customers in order to thrive. Generally, businesses struggle to accurately understand their consumers, their competition, and what marketing is effective. It is a problem that is expensive to solve and the solutions are often unreliable and untimely. Near’s platform (the “Near Platform”) is designed to provide accurate and comprehensive information on people, places, and products generating marketing and operational intelligence on consumer behavior and human movement to enable enterprises to make informed and rapid strategic decisions.

Near has a global presence, with its business being bifurcated in 2 distinct markets, one being the U.S. region and the other the international region (rest of the world except U.S.). The majority of Near’s customers and revenue come from the U.S. region. For the year ended December 31, 2022, the U.S. region accounts for 66% of Near’s revenue and the international region accounts for the remainder of the revenue.

The Near Platform is used by multiple global enterprise companies across various countries to make better decisions and reach their target customers. Our customers include some of the largest and best-known companies in their respective sectors. Our customers operate in multiple verticals, including business services, retail, real-estate, automotive, media and technology, hospitality, travel and tourism. Our customers range from some of the largest global enterprises all the way down to small businesses. Consequently, we believe the market for the Near Platform represents a significant and underpenetrated market opportunity today, as the business intelligence and analytics platform industry was estimated to be approximately $38 billion in 2021 (according to https://www.emergen research.com/industry-report/business-intelligence-and-analytics-platforms-market), of which we estimate $23 billion of that market is addressable by Near’s data intelligence platform. We arrived at the estimate of $23 billion by deducting from the $38 billion total estimated market size revenues from verticals that our offerings do not currently address, such as education, energy and healthcare.

Go to Market Strategy

We generate revenue primarily through selling subscriptions to our platform. For the years ended December 31, 2022 and 2021, subscription revenue comprised 87% and 86% of our revenue, respectively.

Our go-to-market strategy is focused on acquiring new customers and driving continued use of our platform for existing customers. We primarily focus our selling efforts with the use of a direct sales force which targets the business leaders at their respective companies. Our sales operation consists of pre-sales, sales, and post-sales efforts. Our pre-sales strategy consists of identifying and contacting potential customers with the use of sales development resources that work with the potential customers to design a subscription solution that will meet the customer’s needs and deliver the outcome desired. Our post-sales efforts surround ensuring the customer is using the platform and getting the expected results.

Once the customer has adopted the platform and is receiving the intended benefits, our account managers work to identify additional usage and drive increased subscriptions on renewal. Our sales efforts are segmented by the industry, size, and region of prospective customers.

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Key Factors Affecting our Performance

Acquiring New Customers

We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing, and brand awareness. Our ability to attract new customers will depend on a number of factors, including our success in recruiting and scaling our sales and marketing organization, competitive dynamics in our target markets, the macro-economic climate, privacy and data protection regulations, and our ability to maintain and grow our partner relationships. We intend to expand our direct sales force as well as our pre- and post-sales support teams with a focus of specific industries and increasing sales to large organizations. While our platform can work for organizations of all size, we focus on larger organizations, as they typically have larger budgets that can support bigger subscriptions. We may not achieve anticipated revenue growth from expanding our sales force to focus on large enterprises if we are unable to hire, develop, integrate, and retain talented and effective sales personnel or if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

We have been successful at efficiently growing our customer spend over time, as evidenced by our Pro Forma NRR (defined below). As of December 31, 2022 and December 31, 2021, our Pro Forma NRR rate was 120% and 128%, respectively.

Adoption of the Near Platform

Our future success depends in large part on the market adoption of the Near Platform. While we have seen growing demand for our platform, many organizations are unaware of the value that the Near Platform can bring or such organizations may have invested resources in creating their own solution, despite their inherent limitations. While it is difficult to predict future customer adoption rates and future demand, we believe that the benefits of our platform will allow us capture market opportunity going forward.

Investing in Growth and Scaling our Business

We believe we are working in an industry that has long-term revenue potential. We will continue to invest in scaling across all organizational functions as we continue to expand both domestically and internationally. We plan to continue developing new features and capabilities to add to the Near Platform to take advantage of the market opportunity in front of us. These investments could delay profitability or cash flows in the near future. Furthermore, we may choose to use acquisitions as an accelerator of growth in our core business. Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our offerings in our core markets. This could consist of acquiring new data sources, complementary and adjacent software and other products, or adding new distribution channels. Near’s debt agreements provide for certain limitations regarding permitted acquisitions that can be made now that the Business Combination has been consummated. Permitted acquisitions are any acquisitions that meet the criteria outlined in the financing agreement, unless waived by the lender. These limitations include, among others, the following:

● the percentage of equity acquired must not be less than 100% or, if the transaction is an asset purchase, substantially all the assets of the potential acquisition must be acquired;

● the target business must be similar to Near with respect to its line of business;

● the acquisition must not give effect to a default or event of default under the financing agreement;

● Near must remain in compliance with loan covenants before and after the transaction; and

● the consolidated pro forma EBITDA following the transaction must equal or be greater than prior to the acquisition.

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Privacy and Macroeconomic Uncertainties

Our business is dependent on our ability to collect and aggregate large amounts of data that is used as the basis for the Near Platform. If data protection laws continue to make it harder and harder for us to collect and aggregate this data, such laws will have a detrimental impact on our cash flows, as we will need to pay more for the data we receive and we may be limited in the ways we can use the data. This would, in turn, limit the commercial applications of the data and lower our ability to monetize our platform. Either or both of these outcomes would have a serious impact on our financial condition and cash flows. There has not been material variability in historical cash flows.

We also rely on businesses subscribing to our platform for marketing and operational intelligence. Any deterioration in the overall global economy may impact the funds businesses have available to spend on marketing and operational intelligence initiatives, which would also negatively impact our operations, cash flows, and liquidity.

Business Model

Our primary source of generating revenue is providing subscriptions to our proprietary Near Platform. The subscription fee includes use of the Near Platform, access to various outputs, reports generated through the Near Platform and access to customer support. Revenue realized from our subscription customers generally ranges from one to three years. Effective for the years ended December 31, 2022 and 2021, our subscription-based revenue comprised approximately 87% and 86% of our total revenue, respectively. Other than the subscription model, we also used fixed fee models for marketing/operational intelligence use cases. Although we have multiple products that complement each other, our strategy relies on providing prospective customers with an opportunity to use the Near Platform to demonstrate its value. Some customers try our products and/or evaluate data during a short trial period of typically a month, to determine the commercial value they can derive by subscribing to the Near Platform. This short trial period, in which prospective customers have access to certain functionality of the Near Platform is free of charge. In other cases, a customer may be onboarded to try one of our products for a one-use case, with the potential that the customer has multiple other use cases. This one-use case is usually termed a data evaluation or proof of concept (together a “POC”), for which we may charge a fee. The amount of revenue recognized from such POC arrangements are nominal and are not tracked separately by us. Instead, any revenue generated from POC arrangements are reflected under the header “Revenue” in our consolidated statement of operations. If customers experience the return on investment generated during the POC phase, they may choose to subscribe to the Near Platform, which helps us to expand different use cases across customer departments and countries. Eventually, the existing customer base is offered other products which can help customers derive additional value and help us achieve further expansion. This land-and-expand model has proven successful in allowing us to open up budgets across organizations.

Key Performance Metric — Net Revenue Retention

The key performance measure that management uses to help it evaluate the health of our business, identify trends affecting its growth, formulate goals and objectives and make strategic decisions is Net Revenue Retention (“NRR”). This is a metric that measures recurring revenue generated from existing customers over a set period of time and is used to monitor the sustainability of revenue growth. NRR calculates the percentage of revenue retained from existing customers over the specified period of time, including upgrades, downgrades, cross selling, and cancellations by such customers. Because NRR only looks at an existing cohort of customers over a period of time and not new customer sales, it is a true reflection of aggregated revenue growth and the core key performance measure we use to measure usage and engagement across our platform. NRR is increased by account expansion and lowered by account downgrades and churn. We calculate NRR by dividing the last twelve months subscription revenue from the relevant reporting period by the revenue from that same customer group a year earlier. NRR of greater than 100% means aggregated revenue from the existing customer base is expanding, while NRR of less than 100% shows revenue from that customer base is lowering. Near’s Pro Forma NRR (as defined below) as of December 31, 2021 was 128%. As of December 31, 2022, Pro Forma NRR (as defined below) was 120%. Even though our acquisition of Uber Media closed on March 31, 2021, Uber Media’s customers are factored into NRR calculations for 2022 and 2021. The NRR calculation includes UberMedia customers on a pro forma basis for the period ended March 31, 2021 in order to give an accurate portrayal of NRR. Therefore, Near’s presentation of NRR is based on pro forma revenue and we refer to this metric for the period of as of December 31, 2021 as “Pro Forma NRR”.

We continually strive to drive higher NRR by focusing on customer needs during the sales process and dedicating customer service resources to engage the customer and ensure the platform is fulfilling their existing needs, while looking for ways in which to expand their usage going forward.

The December 31, 2022 Pro Forma NRR was in line with our expected NRR run rate in normal course of business. The decrease in Pro Forma NRR as of December 31, 2022 was largely due to foreign currency impact on our Euro and AUD business and also the 2021 NRR was high due to covid recovery tailwinds. Because NRR measures the percentage of recurring revenue retained over a twelve-month period, if a customer comes onboard late in the initial twelve-month period in which the NRR is calculated and then grows significantly over the next twelve months, the NRR for that customer will be high for that measurement period. As time goes by, the NRR for that customer will normalize.

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Onboard, Retain and Expand

● Customers expand an initial use case by tracking additional markets or regions to gain greater insights across geographies. Once a customer sees the value in a particular market, it is very common to want to expand that knowledge into multiple other areas. Since most of our larger customers are international, it is easy to show the value derived across their organization and we can sell them an enterprise-wide subscription contract;

● Customers expand into new use cases by using our platform for additional digital products and insights. We have a suite of reports and deliverables that allow customers to learn more about their market, their competition, and their customers. By utilizing these additional products, we expand deeper into the organization and unlock additional budgets; and

● Customers expand by layering on additional complementary offerings, such as our advertising platform, Allspark. A customer can use Allspark to learn who to reach and then can advertise directly to those customers through the use of our advertising product, Engage. The effectiveness of the campaign can then be measured with Compass. With our suite of products, we can empower and expand deep and broad across their organization.

The Near Platform provides data and marketing intelligence which encompasses a wide range of possible outputs that are dependent on customer needs and requests. To fulfill these requirements, we provide deliverables and reports in different volumes, configurations, and types to our customers. Except for usage that would fall under standard billing arrangements, we provide tailor made pricing based on customers’ needs and usage of the products. The variables that determine the subscription fee are based on volume, type and delivery mechanism. Delivery mechanism can be via proprietary software, secured transfers, or custom API links between customer software and the Near Platform.

Our pricing model is subscription based where customers pay a subscription fee for the Near Platform. A subscription to the Near Platform offers a mix of products and deliverables that are chosen by a customer at the time of subscription. The subscription fee is based on the particular configuration of products and deliverables requested. A typical Near subscription includes one or more of the underlying Near products that together comprise the Near Platform. Each product can be considered a building block that customers can add to their subscription based on individualized needs. Customers can further customize the size and scope of the deliverables. As an example, a business that wants to learn about its customers will subscribe to utilize Vista and Pinnacle products on the Near Platform to get human movement insights to understand its customer behavior. Similarly, a state government may subscribe to utilize the Vista and Pinnacle products to get human movement insights on the tourists that visited the state over the last year. The subscription contains the same products, but the business and the state government in the examples above may desire different scope of deliverables, which would result in a differentiated subscription price. It is rare that a customer subscribes to all products on the Near Platform, though it is common that a customer will subscribe to one product and then subscribe to additional products later as their needs evolve. Any change to the products or deliverables accessed through the Near Platform would be addressed by entering into a new subscription agreement with the customer, that incorporates those changes along with any corresponding price change.

Based on Near’s assessment of customer needs, a subscription may be priced to include access to a dedicated account manager to optimize a customer’s experience with the Near Platform. The role of the account manager is to assist the customer in accessing and utilizing the various features of the products for which the customer is subscribed. Access to such a dedicated account manager is not offered as a separate service and customers cannot choose to add such dedicated account manager to their subscription, but rather this need is assessed by us during an initial review of customer requirements and capabilities. However, the addition of a dedicated account manager to a subscription may enable a customer to maximize the value they may obtain from their subscription. The features of the subscription and underlying products and deliverables do not change with the addition of the dedicated account manager. When we decide an account manager is desirable, the subscription will be priced taking this service into account.

As an example, if a customer is using the Near Platform to create audience segments, we offer a subscription allowing advertising targeted to such audience segments to run on our platform and third-party integrated platforms. If an account manager is appointed, the account manager will assist the customer in handling all aspects of the marketing campaign. In these situations, we help the customer address its marketing needs by using our advertising products, Allspark, Engage and Compass. Allspark focuses on generating audience segments, Engage focuses on the flighting and delivery of the campaign to the correct audience, and Compass measures the effectiveness of the campaign. These products are all part of the Near Platform and can be included in a customer’s subscription.

The majority of our revenue is generated by customer agreements having a minimum term of one year with auto-renewal provision unless the customer decides to terminate it by providing 30 days advance written notice prior to the end of the then-current term.

As of December 31, 2022, we had revenue generating customers across the globe and we feel that Near Platform can help businesses in all stages of maturity and across all industries to help produce better results. Our revenue for the year ended December 31, 2022 was $59.7 million, an increase of $14.4 million from the year ended December 31, 2021.

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Business Combination and Public Company Costs

On May 18, 2022, our predecessor entity, Near Intelligence Holdings, Inc. (“Near Holdings”), KludeIn I Acquisition Corp. (“KludeIn”), PAAS Merger Sub 1 (“Merger Sub 1”) and PAAS Merger Sub 2 (“Merger Sub 2”) entered into an Agreement and Plan of Merger (as amended on November 3, 2022, December 23, 2022 and January 17, 2023, and as may be further amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, immediately prior to the consummation of the transactions contemplated by the Merger Agreement, Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving such merger as a wholly owned subsidiary of KludeIn, and at the time the first merger became effective, immediately following the first merger Near Holdings merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (such transactions, the “Business Combination”). Upon completion of the Business Combination, KludeIn change its name to “Near Intelligence, Inc.”.

The Business Combination is anticipated to be accounted for as a “reverse recapitalization”. Under this method of accounting, KludeIn will be treated as the acquired company for financial accounting and reporting purposes under GAAP.

As a consequence of the Business Combination, Near Holdings became the successor to an SEC registered and listed company with Nasdaq which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Key Components of the Results of Operations

Unless otherwise indicated, the financial information provided herein relates to the financial condition and results of operations of Near Holdings prior to the consummation of the Business Combination. The following table sets forth Near Holdings’ consolidated statements of operations for the periods indicated:

	Year Ended December 31,									Year Ended December 31,
	2022			2021			Change $			2021			2020			Change $
Revenue		59,745,771			45,320,675			14,425,096			45,320,675			12,804,069			32,516,606
Costs and expenses:
Cost of revenue		18,667,419			12,918,041			5,749,378			12,918,041			4,390,919			8,527,122
Product and technology		27,254,765			16,718,467			10,536,298			16,718,467			18,900,851			(2,182,384	)
Sales and marketing		23,508,921			10,731,042			12,777,879			10,731,042			4,172,858			6,558,184
General and administrative		74,361,222			14,400,851			59,960,371			14,400,851			7,329,630			7,071,221
Depreciation and amortization		9,818,985			8,230,623			1,588,362			8,230,623			111,704			8,118,919
Total costs and expenses		153,611,312			62,999,024			90,612,288			62,999,024			34,905,962			28,093,062
Operating loss		(93,865,541	)		(17,678,349	)		(76,187,192	)		(17,678,349	)		(22,101,893	)		4,423,544
Interest expense, net		6,158,784			2,667,400			3,491,384			2,667,400			1,424,295			1,243,105
Changes in fair value of warrant liabilities		(790,693	)		1,540,895			(2,331,588	)		1,540,895			525,113			1,015,782
Loss (gain) on extinguishment of debts, net		5,157,364			(707,164	)		5,864,528			(707,164	)		—			(707,164	)
Other income, net		(668,731	)		(429,237	)		(239,494	)		(429,237	)		(142,335	)		(286,902	)
Loss before income tax expense		(103,722,265	)		(20,750,243	)		(82,972,022	)		(20,750,243	)		(23,908,966	)		3,158,723
Income tax expense		499,167			305,356			193,811			305,356			334,508			(29,152	)
Net loss attributable to Near Intelligence Holdings Inc.		(104,221,432	)		(21,055,599	)		(83,165,833	)		(21,055,599	)		(24,243,474	)		3,187,875
Accretion to preferred stock redemption value		—			(13,463,002	)		13,463,002			(13,463,002	)		(16,265,573	)		2,802,571
Net loss attributable to common stockholders		(104,221,432	)		(34,518,601	)		(69,702,831	)		(34,518,601	)		(40,509,047	)		5,990,446
Net loss attributable to common stockholders, basic and diluted		(104,221,432			(34,518,601	)		(69,702,831	)		(34,518,601	)		(40,509,047	)		5,990,446
Net loss per share attributable to common stockholders, basic and diluted		(1,076.28	)		(539.42	)		(536.86	)		(539.42	)		(940.00	)		400.58
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		96,835.154			63,992.300			32,842,854			63,992.300			43,190,000			43,126,008
Net loss attributable to common stockholders, basic and diluted		(104,221,432	)		(34,518,601	)		(69,702,831	)		(34,518,601	)		(40,509,047	)		5,990,446

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Revenue — We derive revenue primarily from (i) core subscription services and (ii) sale of operational products. Revenue is recognized when, or as, the related performance obligation is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these services.

Cost of Revenue — Cost of revenue primarily consists of direct costs involved in delivering the services to the customers and primarily consists of third-party hosting costs, employee-related expenses including salaries and related benefits for operations and support personnel; publishers cost, real-time data acquisition costs and allocated overhead.

Product and Technology — Product and technology expenses primarily consist of personnel-related expenses such as salaries, related benefits and share based compensation for our engineering and product/project management functions supporting research, new development, and related product enhancement departments. It also includes non-personnel-related expenses such as location coverage charges, data acquisition charges, third-party server charges and allocation of our general overhead expenses.

Sales and Marketing — Sales and marketing expenses primarily consist of personnel-related expenses such as salaries and related benefits for our sales, marketing, and product marketing functions departments. It also includes sales commission and advertisement costs being part of business development expense.

General and Administrative — General and administrative expenses consist primarily of personnel-related expenses for our finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as legal, audit, accounting services, other professional fees, recruiting personnel cost, costs associated with acquisitions of businesses, as well as certain tax, license, and insurance-related expenses, and allocated overhead costs.

Results of Operations

On June 30, 2020, the Company acquired 100% of the outstanding equity interests in Teemo. In addition, the deal opened up new use cases as well as new markets for advertising and marketing solutions in France. This acquisition expanded the Company’s footprint by expanding the portfolio of services provided to its customers. The acquisition date fair value of the consideration for Teemo was $ 5,991,808.

Acquisition-related costs of $365,323 associated with the business combination were included in general and administrative expenses in the consolidated statement of operations.

Since the acquisition date, $1,531,140 of revenue and $551,137 of net loss have been included in the consolidated statements of operations for the year ended December 31, 2020.

On March 31, 2021, the Company acquired 100% of the outstanding equity interests in UberMedia. This acquisition expands the Company’s capabilities in improving customer experience of its clients through cloud technologies and advanced data analytics and expands its customer base in US. The Company issued 66,140.480 Series U Preferred shares amounting to $69,339,742 as consideration for the acquisition.

Acquisition-related costs of $1,503,373 associated with the business combination were included in general and administrative expenses in the consolidated statement of operations.

Since the acquisition date, $15,822,516 of revenue and $1,907,798 of net loss have been included in the consolidated statements of operations for the year ended December 31, 2021.

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Revenue

Revenue increased by $14.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to organic growth of new customers and expansion of revenue with existing customers.

Revenue increased by $32.5 million for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to the acquisition of UberMedia on March 31, 2021, which has $15.8 million of revenue for the year ended December 31, 2021. The remaining increase is caused by organic growth of new customers and expansion of revenue with existing customers. Revenue for 2020 includes $1.5 million from the acquisition of Teemo, which was acquired on June 30, 2020.

Revenue from new customers for the year ended December 31, 2021 totaled $15.0 million which accounts for 46% of the total revenue growth as compared to the year ended December 31, 2020. Revenue from new customers for the year ended December 31, 2022 totaled $1.2 million and represented 8% of the total revenue increase as compared to the year ended December 31, 2021. The remaining revenue was generated from existing customers. Given the acquisition of UberMedia in 2021, we are calculating new customer revenue in 2021 on a pro forma basis and only included revenue from customers that were new to both Near and to UberMedia.

Cost of Revenue

Cost of revenue increased by $5.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to the increase related to the increase in revenues and the recognition of stock compensation expense of $0.9 million.

Cost of revenue increased by $8.5 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the addition of UberMedia of $4.7 million, as well as an increase related to the an increase in revenues.

Product and Technology Expense

Product and Technology expense increased by $10.5 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to the recognition of stock compensation expense of $5.9 million and increase in head count.

Product and Technology expense decreased by $2.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to additional investments in data in 2020 as the Company launched operations in the United States.

Sales and Marketing Expense

Sales and marketing expense increased by $12.8 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to the recognition of stock compensation expense of $5.0 million as well as an increased headcount of Near Holdings’ sales team as an investment for future growth.

Sales and marketing expense increased by $6.6 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the acquisition of UberMedia of $4.6 million as well as an increased headcount of Near Holdings’ sales team as an investment for future growth.

General and administrative expenses

General and administrative expenses increased by $60.0 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to the recognition of stock compensation expense of $54.7 million, increase in head count, travel and transaction related costs.

General and administrative expenses increased by $7.1 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the acquisition of UberMedia of $3.0 million, $1.5 million of transaction expenses, as well as additional rent for new office space and increased headcount.

Depreciation and amortization

Depreciation and amortization increased by $1.6 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to amortization impact of intangibles acquired under UberMedia Inc. acquisition.

Depreciation and amortization increased by $8.1 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the placement in service of the servers that were capitalized in 2020.

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Interest expense, net

Interest expense, net increased by $3.5 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to increase in borrowings.

Interest expense, net increased by $1.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to additional loan facility entered into in February 2021.

Changes in fair value of warrant liability

Changes in fair value of warrant liability was a gain of $0.7 million for the year ended December 31, 2022 primarily due to the change in fair value of the warrants issued in connection with the Harbert and Blue Torch loans (described below).

Changes in fair value of warrant liability was a loss of $1.5 million for the year ended December 31, 2021 primarily due to the change in fair value of the warrants issued in connection with the Harbert loans.

Loss (gain) on extinguishment of debt

Loss on extinguishment of debt was $5.2 million for the year ended December 31, 2022 primarily due to an extinguishment of debt recorded in connect with settlements of the Deutsche Bank and Harbert loans.

Gain on extinguishment of debt was $0.7 million for the year ended December 31, 2021 primarily due to an extinguishment of debt at UberMedia. This was related to debt forgiveness received under the Paycheck Protection Program that was offered through the US Small Business Association.

Other income, net

Other income, net increased by $0.2 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to grants received for research credits.

Other income, net decreased by $0.3 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to changes in the fair value of derivative liabilities.

Income tax expense

Income tax expense increased by $0.2 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. Income tax expense decreased by approximately $29,000 for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to decreased tax exposure across the Company. In 2022, the Company’s statutory tax rate was 21% and its effective tax rate was 0.5%. In 2021, the Company’s statutory tax rate was 17% and its effective tax rate was 1.5%. The difference between statutory and effective tax rates are primarily related to valuation allowances, stock-based compensation and other non-deductible expenses.

Liquidity and Capital Resources

We have financed our operations primarily through cash generated from operations as well as historical financing rounds that includes both equity rounds and secured debt.

As of December 31, 2022, we had $16.6 million of unrestricted cash and cash equivalents. In November 2022, we entered into a Financing Agreement (the “Financing Agreement”) with Blue Torch Finance LLC (“Blue Torch”) for an initial principal amount of up to $100 million with an applicable interest rate equal to the adjusted Term Secured Overnight Financing Rate (SOFR) plus 9.75%, available through a first lien credit facility. Pursuant to the Financing Agreement, $100 million was drawn down and $46 million was deposited into a restricted account and will become available to the Company upon the satisfaction of certain covenants pursuant to the Financing Agreement. The remaining $54 million is available to the Company immediately and approximately $35 million was used to paid down existing indebtedness pursuant to the Harbert Facility and the Deutsche Bank Facility (each as defined and described below). As of December 31, 2022, the balance in restricted account is approximately $44 million. Approximately $3.2 million remains outstanding pursuant to the Harbert Facility and the Deutsche Bank Facility. The proceeds of this term loan may be used for general corporate purposes and to refinance certain of the Company’s existing credit facilities.

We believe that our cash flows from operations and existing available cash and cash equivalents, together with financing available through the Financing Agreement, will be adequate to fund our operating and capital needs for at least the next 12 months. As of the date hereof, we are in compliance with the covenants under the credit agreements governing our secured credit facilities as described under Related Agreements, Financing Agreement and we expect to remain in compliance with our covenants.

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Our cash flows from operations, borrowing availability, and overall liquidity are subject to risks and uncertainties, and we need to raise additional funds to meet our minimum financing requirement. We may not be able to obtain additional liquidity on reasonable terms, or at all. In addition, our liquidity and our ability to meet our obligations and to fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, our business may not generate sufficient cash flow from operations and future borrowings may not be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may, subject to the Financing Agreement, incur additional debt or sell additional equity to finance such acquisitions, which would result in additional expenses or dilution. See the “Risk Factors” section of our Registration Statement on Form S-4, as amended, and the accompanying prospectus for more information.

Future demands on our capital resources associated with our debt facilities may also be impacted by changes in reference interest rates and the potential that we incur additional debt in order to fund additional acquisitions or for other corporate purposes. Future demands on our capital resources associated with transaction expenses and restructuring activities and integration costs and transaction-related compensation will be dependent on the frequency and magnitude of future acquisitions and restructuring and integration activities that we pursue. As part of our business strategy, we expect to continue to pursue acquisitions as an accelerator of growth in our core business; however, we cannot predict the magnitude or frequency of such acquisitions or investments.

Borrowings

Harbert Facility

On January 30, 2019, the Company entered into a secured loan arrangement (“Harbert Facility”) with Harbert European Specialty Lending Company II S.A.R.L (“Harbert”) to borrow a loan in an aggregate principal amount of EUR 8,000,000 bearing interest at 12% or the one-year EURIBOR. The Harbert Facility comprised two facilities: Facility A in an aggregate principal amount of EUR 5,000,000 is a term facility repayable in 36 equal monthly instalments following the completion of an initial “interest only” term of nine months from the initial draw down date; Facility B in an aggregate principal amount of EUR 3,000,000 is a working capital facility which is repayable in 36 equal monthly instalments starting from the drawdown date. The Harbert Facility is secured by all of the assets of the Company. The Company drew down Facility A in its entirety and EUR 1,000,000 of Facility B in February 2019 and drew down EUR 1,000,000 from Facility B on each of March and May 2019.

In connection with the initial execution of the Harbert Facility in January 2019, the Company also entered into a warrant agreement with Harbert pursuant to which the lender was granted the Euro Equivalent (where the EUR to USD ratio is set at 1:1.20) of EUR 1,200,000 of warrants exercisable at a strike price of $500 per share.

On February 25, 2021, the Company and Harbert entered into an amendment to the Harbert Facility to increase the facility with the addition of a Facility C in an aggregate principal amount of the Euro Equivalent of $15,000,000. Facility C bears interest at 12% or the one-year EURIBOR and is repayable in 36 equal monthly instalments following the completion of an initial “interest only” term of six months from the initial draw down date. The Company drew down Facility C in Euro Equivalent $5,000,000 equal instalments in February, April and July 2021.

In connection with the amendment to the Harbert Facility in February 2021, the Company granted Harbert the Euro Equivalent of EUR 1,050,000 warrants exercisable at a strike price of $730 per share.

In April 2022, the Company further amended the Harbert Facility to provide that each of Facility A, B and C would require payment of only interest during the period from March 1, 2022 to November 30, 2022 and, thereafter, each of Facility A, B and C would be repayable in 24 equal instalments beginning on December 1, 2022. In connection with this further amendment to the Harbert Facility, the Company granted $730,000 worth of additional warrants exercisable at a strike price of $1,050.

On November 3, 2022, the Company entered into a Global Deed of Discharge and Release to settle the facility out of the proceeds received from the Blue Torch finance. Settlement was effected on November 4, 2022 after deferring interest free balance of $1,218,757, to be payable on April 30, 2023. Settlement was accounted as an extinguishment of debt, and accordingly, the facility was derecognized and deferred settlement payment of $1,218,757 is presented under accrued expenses and other current liabilities. As a result of this extinguishment, the Company recorded $2,228,334 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2022.

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Deutsche Bank Facility

On April 29, 2022, the Company entered into a facility agreement (the “Deutsche Bank Facility”) with Deutsche Bank AG. London Branch (“Deutsche Bank”) that provided a credit line to the Company in the amount of $30,000,000. On May 13, 2022, the Company borrowed $20,000,000 of the total $30,000,000 facility. This facility agreement contains limitations regarding permitted acquisitions that can be made before and after the Business Combination. In general, the targets of acquisitions must be engaged in a business activity substantially similar, complementary or related to that of Near. Before the Business Combination, the aggregate of Near’s consideration for or investment in a single acquisition target is limited to $5,000,000, and the aggregate of consideration for or investment into all targets is limited to $5,000,000. If the target had negative EBITDA in the most recent twelve-month period for which financial statements for the target were available, then the negative EBITDA of the target aggregated with all other negative EBITDAs of other acquisition targets may not exceed $1,000,000 over the life of the debt facility. After the Business Combination, the aggregate of Near’s consideration for or investment in a single acquisition target is limited to $50,000,000 (as may be adjusted to an amount approved by the lenders), and the aggregate of consideration for or investment into all targets is limited to $100,000,000 (as may be adjusted to an amount approved by the lenders), and the aggregate of cash consideration is limited to $80,000,000 (as may be adjusted to an amount approved by the lenders). If the target had negative EBITDA in the most recent twelve-month period for which financial statements for the target were available, then the negative EBITDA of the target shall not exceed $10,000,000, and the negative EBITDA of all targets shall not exceed $20,000,000. Further, the amount of cash held by Near after the completion of the acquisition shall be greater than the sum of outstanding financial indebtedness under (a) the facility and (b) arising under existing financing arrangements, provided that the aggregate principal amount of such financial indebtedness does not exceed $20,000,000 at any time.

On November 3, 2022, the Company entered into a Global Deed of Discharge and Release to settle the facility out of the proceeds received from the Blue Torch finance. Settlement was effected on November 4, 2022 after deferring interest free balance of $2,000,000, to be payable on April 30, 2023. Settlement was accounted as an extinguishment and accordingly the existing facility along with deferred finance cost of $1,000,000 and unpaid finance cost of $3,000,000 as of the settlement date were derecognized and deferred payment of $2,000,000 is presented under accrued expense and other current liabilities. As a result of this extinguishment, the Company recorded $3,592,122 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2022.

Blue Torch Loan

On November 4, 2022, we entered the Financing Agreement with Blue Torch (as administrative agent and collateral agent) to secure a commitment of $100,000,000 from lenders. Borrowings under the Financing Agreement accrue interest at a floating rate per annum equal to the adjusted Term SOFR plus 9.75% (subject to a floor set at 3.891% as of the effective date). Interest is payable quarterly and the borrowing under the financing agreement is scheduled to mature on November 4, 2026.

Under the terms of the Financing Agreement, we established a controlled account into which $46,000,000 of the proceeds of the total funded amount of the term loans were deposited. Upon the satisfaction of certain conditions (including no default or event of default existing and the Company maintaining the first lien leverage ratios specified in the financing agreement), we may request these funds to be released. Upon the occurrence and continuance of any event of default or if the Business Combination did not occur on or prior to March 31, 2023 (or such later date as may be agreed by the administrative agent in its sole discretion), then the funds could be released and applied to prepay the loans. As of December 31, 2022, the Company has withdrawn $2,000,000 out the controlled account.

The Financing Agreement is subject to certain financial covenants of leverage ratio and liquidity as specified in the Financing Agreement. As of the date hereof, the Company is in compliance with the financial covenants.

On November 4, 2022, the Company utilized $34,993,903 out of total $100,000,000 facility towards repayment of existing Deutsche Bank Facility and Harbert Facility and $15,191,125 was disbursed to one of the Company’s bank accounts for general corporate purposes, net of transaction costs.

In connection with the Financing Agreement, we also granted warrants to the lenders which are exercisable for an aggregate of 9,660 shares of the Company’s common stock at $0.001 per share. The warrants are exercisable at any time until 10 years after which the warrants would get expired. The strike price would also be adjusted for down round financing and other standard anti-dilution adjustments.

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In lieu of payment for warrant at the time of exercise, it can be cashless exercised. In which case, the Company shall issue to the holder such number of fully paid and non-assessable shares as are computed using the following formula:

X = Y(A-B)/A

where:

X = the number of shares to be issued to the holder;

Y = the number of shares with respect to which warrant is being exercised;

A = the fair market value of one share; and

B = the warrant price

If shares are then traded, the fair market value of a share shall be the average of the closing price for the five trading days immediately preceding. If shares are not then traded, the fair market value of a share shall be as determined jointly by the board of directors of the Company and the holder, each acting in good faith. The fair market value in the case of an exercise in connection with an acquisition or the de-SPAC merger shall be the consideration paid per share in such acquisition or the de-SPAC merger, as applicable.

At any time on the earlier to occur of two years from the date of issuance or the occurrence of certain default and indebtedness-based triggers, each holder shall be entitled to require the Company to purchase all of its outstanding warrants at an aggregate price equal to (x) the total number of outstanding warrants by each holder, divided by (y) the aggregate number of warrants outstanding, multiplied by (z) $10 million.

On March 23, 2023, we and Blue Torch entered an amendment to the Financing Agreement pursuant to which Near is subject to additional financing and liquidity covenants. See the disclosure in the section titled “Consent and Amendment No. 2 to Blue Torch Financing Agreement” under Item 1.01 of this Current Report on Form 8-K, and “Subsequent Events” in this section below.

Common Stock Purchase Agreement

On May 18, 2022, KludeIn entered into that certain Common Stock Purchase Agreement with CFPI (the “CF Purchase Agreement”) relating to a committed equity facility. Pursuant to the CF Purchase Agreement, following the completion of the Business Combination, Near, as KludeIn’s successor, has the right from time to time at its option to sell to CFPI up to $100.0 million of New Near common stock subject to certain customary conditions and limitations set forth in the CF Purchase Agreement. We will not have the right to commence any sales of our common stock to CFPI under the CF Purchase Agreement until such time as all of the conditions to our right to commence sales (referred to as the “Commencement”) to CFPI as set forth in the CF Purchase Agreement have been satisfied. These conditions include, but are not limited to, the requirement to have a registration statement relating to our common stock declared effective by the SEC. In connection with the CF Purchase Agreement, we agreed to issue to CFPI an amount of common stock equal to $2,000,000 based on the per share price of our common stock on the date of the Commencement as consideration for its irrevocable commitment to purchase the shares of our common stock under the CF Purchase Agreement.

On March 22, 2023, KludeIn and CFPI entered into the CF Fee Agreement, in part amending the CF Purchase Agreement. See the disclosure in the section titled “Cantor Fitzgerald Omnibus Fee Amendment Agreement” under Item 1.01 of this Current Report on Form 8-K.

Convertible Preferred Stock

The characteristics of the Company’s redeemable convertible preferred shares include dividends, voting rights, the right to convert at any time to the equal number of common stock, liquidation preference, anti-dilution rights, and redemption rights.

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Cash Flows

The following table summarizes Near Holdings’ cash flows for the period indicated:

	Year Ended December 31,
	2022			2021			2020
Net cash used in operating activities	$	(26,743,465	)	$	(21,596,598	)	$	(11,123,546	)
Net cash provided by (used in) investing activities		(2,225,682	)		1,372,703			(5,278,598	)
Net cash provided by financing activities		81,200,106			8,210,052			4,207,742

Cash Flows Used in Operating Activities

Net cash used in operating activities for 2022 was $26.7 million, primarily related to our net loss for the period as well as changes in our working capital accounts offset by stock-based compensation and depreciation and amortization expense. The net cash used by changes in Near’s net operating assets and liabilities of $7.5 million was primarily related to a $16.6 million increase in accounts receivable partially offset by a $9.3 million increase in accrued expenses and other current liabilities.

Net cash used in operating activities for 2021 was $21.6 million, primarily related to our net loss for the period as well as changes in our working capital accounts offset by depreciation and amortization expense. The net cash used by changes in Near’s net operating assets and liabilities of $9.5 million was primarily related to a $1.6 million increase in accounts receivable and $7.3 million decrease in accounts payable.

Net cash used in operating activities for 2020 was $11.1 million, primarily related to our net loss for the period offset changes in our working capital accounts. The net cash provided by changes in Near’s net operating assets and liabilities of $10.3 million was primarily related to an increase of accounts payable in the amount of $12.1 million.

Cash Flows Provided by (Used in) Investing Activities

Net cash used in investing activities for 2022 was $2.2 million, driven primarily by an advance to related party ($1.8 million), asset acquisition ($0.8 million) and a purchase of a promissory note ($0.7 million). This activity was offset by proceeds from the sale of short-term investments of $1.1 million.

Net cash provided by investing activities during 2021 was $1.4 million, driven by the cash acquired from acquisition of businesses, net of consideration paid, offset by purchases of investments.

Net cash used in investing activities during 2020 was $5.3 million, driven by purchases of property and equipment offset by proceeds from the sale of short-term investments.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities for 2022 was $81.2 million, consisting primarily of the net proceeds from the issuance of debt of $115.3 million, offset by the repayment of debt of $35.7 million.

Net cash provided by financing activities during 2021 was $8.2 million, consisting primarily of the net proceeds and repayment debts.

Net cash provided by financing activities during 2020 was $4.2 million, consisting primarily of the net proceeds from the issuance of preferred stock of $7.0 million, offset by the repayment of debt of $3.0 million.

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Contractual Obligations and Commitments

The following table summarizes Near Holdings’ contractual obligations and commitments as of December 31, 2022:

	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		After 5 years
	(in thousands)
Purchase commitments(1)	$	6,955	$	3,309	$	3,646	$	—	$	—
Long-term borrowings		103,833		2,783		540		100,510		—

(1) Purchase commitments primarily include contractual commitments for the purchase of data, hosting services and software as a service arrangements.

The following table summarizes Near’s contractual obligations and commitments as of December 31, 2021:

	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		After 5 years
	(in thousands)
Purchase commitments(1)	$	10,550	$	3,650	$	6,900	$	—	$	—
Long-term borrowings		19,734		8,690		10,925		118		—

(1) Purchase commitments primarily include contractual commitments for the purchase of data, hosting services and software as a service arrangements.

The commitment amounts in the tables above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The tables do not include obligations under agreements that Near can cancel without a significant penalty.

Certain of our borrowings bear a variable interest rate partially based on EURIBOR We have not implemented a hedging strategy to mitigate the interest rate risk.

The Company’s consolidated financial statements are reported in U.S. dollars which is also its functional currency. The functional currency for the Company’s subsidiaries in USA, Australia, Japan, India and France are their respective local currencies and the functional currency of the Company’s subsidiary in Singapore is U.S. dollars.

Off-Balance Sheet Arrangements

As of December 31, 2022 and 2021, Near Holdings did not have any off-balance sheet arrangements or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Subsequent Events

Subsequent to December 31, 2022, the Company withdrew an additional $4.0 million from the Financing Agreement with Blue Torch for general corporate purposes.

As noted above, on May 18, 2022, Near Holdings, KludeIn, Merger Sub 1 and Merger Sub 2 entered into the Merger Agreement. On March 23, 2023 (the “Closing Date”), pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, the parties thereto effected the Business Combination pursuant to which Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving the merger as a wholly-owned subsidiary of KludeIn, and at the time the first merger became effective, immediately following the first merger Near Holdings merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity. On the Closing Date, in connection with the consummation of the Business Combination, KludeIn changed its name from KludeIn I Acquisition Corp. to Near Intelligence, Inc.

On March 21, 2023, the Board of Directors of Near Holdings approved the cancellation of 37,850 RSUs previously granted to certain employees of Near Holdings under the 2022 Employee Restricted Stock Unit Plan.

On March 23, 2023, we and Blue Torch entered an amendment to the Financing Agreement pursuant to which Near is subject to additional financing and liquidity covenants. In connection with the Consent and Amendment No. 2, Near was deemed to have paid a one-time closing fee of $2.0 million, which was added to the outstanding principal amount of the loans under the Financing Agreement. Further, if (i) as of May 20, 2023 (or such later date as Blue Torch may agree in its sole discretion), Near fails to obtain net cash proceeds of at least $20.0 million from Junior Capital raised after March 23, 2023 and the Liquidity Condition has not been satisfied on a pro forma basis, or (ii) a Specified Event of Default (as defined in the Financing Agreement) or certain other Event of Default (as defined in the Financing Agreement) under the Financing Agreement occurs, Near shall pay a deferred consent fee of $5.0 million, which would be added to the outstanding principal amount of the loans under the Financing Agreement. See the disclosure in the section titled “Consent and Amendment No. 2 to Blue Torch Financing Agreement” under Item 1.01 of this Current Report on Form 8-K.

On March 24, 2023, following the consummation of the Business Combination, our common stock and warrants began trading on Nasdaq under the symbols “NIR” and “NIRWW,” respectively.

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Critical Accounting Policies and Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the consolidated financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates, including those related to the incremental borrowing rate applied in lease accounting, useful lives of property and equipment and intangible assets, the nature and timing of the satisfaction of performance obligations, allowance for credit losses on accounts receivables, fair values of investments and other financial instruments, fair value of acquired intangible assets and goodwill, share based compensation, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Management believes that the estimates used in the preparation of the consolidated financial statements are reasonable. Although these estimates are inherently subject to judgment and actual results could differ from those estimates. Management believes that the estimates used in the preparation of the consolidated financial statements are reasonable.

Business Combinations

The Company accounts for its acquisition as business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations”. Such acquisitions are accounted using the acquisition method i.e., by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values.

Where the set of assets acquired and liabilities assumed doesn’t constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles - Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.

The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has only one reporting unit. The Company completed the annual impairment test and did not recognize any goodwill impairment charges in the years ended December 31, 2022 and 2021.

Intangible Assets

The Company amortizes intangible assets with finite lives over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized and review them for impairment whenever an impairment indicator exists.

Fair Value Option

Under the Fair Value Option subsections of ASC Subtopic 825-10, Financial Instruments — overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. Any changes in the fair value of liabilities resulting from changes in the instrument-specific credit risk would be reported in other comprehensive income.

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Revenue Recognition

The Company derives revenue primarily from i) core subscription services and ii) sale of operational products. Revenue is recognized when, or as, the related performance obligation is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services.

The Company applies the following steps for revenue recognition:

(i) Identification of the contract, or contracts, with the customer

The Company considers the terms and conditions of the engagement in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer.

(ii) Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract, whereby, in respect of core subscription services, we have combined promises for access to the data intelligence platform, the output derived from such platform coupled with, in a marketing intelligence used case, access with the related obligation to provide use of the platform to execute customers’ marketing strategies as a single performance obligation. Sale of operational products is evaluated to be a distinct performance obligation, as further explained in the section “Sale of operational products”.

(iii) Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price includes platform subscription fees based on the contracted usage of Near platform for analytics, data enrichment, data feeds as outputs from the platform and for executing customers’ marketing campaigns as well as variable consideration associated with overage fees on exceeded media execution limits as specified in respective contracts, where relevant. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In a marketing intelligence use case, the Company would be entitled to a platform fee even if the customer does not opt for contracted usage level of media execution committed by the Company, None of the Company’s contracts contain a significant financing component.

(iv) Allocation of the transaction price to the performance obligations in the contract

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”). Contracts typically have one performance obligation of providing access to the core subscription service or access to relevant outputs from the Near Platform. On occasion, contracts include provision of certain operational products on a short term, fixed fee basis which reflect their respective SSP.

(v) Recognition of the revenue when, or as, a performance obligation is satisfied

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue in respect of core subscription services is recognized over the contractual terms during which the customer is given access to the platform or the output from the platform. With respect to revenue from operational products, the Company recognizes revenue as services are delivered. The Company generates all its revenue from contracts with customers.

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Core subscription revenue

The Company generates revenue from subscriptions to customers that enable them to access the Company’s cloud-based platform or access the output from such platform and use the data intelligence derived therein for a variety of use cases around analytics, data enrichment, marketing and operational decision-making including to access and advertise target consumer base for digital marketing and advertising. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the platform or its specific modules/outputs over the contractual period. The underlying database of the Near platform is continuously updated based on ongoing data gathering exercise coupled with the Company’s patented algorithms running on such gathered data resulting in intelligent output available through the platform and therefore, its customers benefit from an up-to-date database on people and places relevant for the promotion of their business interests.

A time-elapsed method is used to measure progress because the Company’s obligation is to provide the customers a continuous service of access to the Company’s cloud-based platform or outputs and modules from such platform in order to execute their marketing and operational strategies over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription service is recognized ratably over the contract term beginning on the date access to the subscription product is provisioned. Most of the customer agreements have a minimum term of one (1) year with various payment terms ranging from monthly to quarterly in arrears and in few cases, payments in advance. Also, many contracts have auto-renewal provision unless the customer decides to terminate such contract by providing an advance written notice prior to the end of the then current term. Many contracts with customers, including those entered into with the standard terms and conditions, may be terminated by Near at any time but only may be terminated by the customer either in case of a breach, or in certain cases, after a specified notice period. Typically, Near does not charge any penalties for early termination by the customer and the contracts do not entitle Near’s customers to a refund or partial refund upon cancellation of the relevant contracts. The auto renewal provisions are evaluated on a case-by-case basis but generally do not provide a material right as they do not provide a discount to the customer that is incremental to the range of discounts typically given for the same services that are sold to a similar class of customers, even when the stand-alone selling price of the services subject to the auto renewal provision is highly variable.

Sale of Operational products

The Company derives revenue from providing customized reports and other insights to customers on short term fixed fee basis. The Company recognizes such revenues from the sales of these operational products upon delivery to the customers (i.e., at a point in time basis). Refer to Note 20 of Near’s consolidated financial statements for details.

Practical expedients

The Company has utilized the practical expedient available under ASC 606, Revenue from Contracts with Customers and does not disclose the following:

(i) Value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has no significant financing components in its contracts with customers.

(ii) Amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue.

Stock-based compensation

Stock-based compensation awards granted by the Company are considered as equity-classified stock option awards (“equity options”) and accounted for under ASC Topic 718 - Compensation - Stock Compensation. Stock-based compensation awards issued to non-employees in exchange for consulting and advisory services are accounted for in accordance with the provisions of ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting.” The Company recognizes and measures compensation expense for all stock-based awards based on the grant date fair value. Grant date fair value is determined under the option-pricing model (Black-Scholes Merton model). The fair value of restricted stock units (“RSUs”) is estimated based on the fair value of the Company’s common stock on the date of grant. The fair value determined at the grant date is expensed over the vesting period of the stock-based awards using the straight-line attribution method, however, the amount of compensation cost recognized at any date must at least equal the portion of the grant date fair value of the award that is vested at that date. Forfeitures are accounted for as they occur. Stock- based compensation expense is allocated to cost of revenue, product and technology, sales and marketing and general and administrative on the consolidated statements of operations based on where the associated employee’s functional department is located.

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Employee benefit plans

Contributions to defined contribution plans are charged to consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. Net actuarial gains and losses are immediately recognized in the statement of operations.

The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in net periodic cost in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

Quantitative and Qualitative Disclosures about Market Risk

Near is exposed to market risks in the ordinary course of its business. Market risk represents the risk of loss that may impact Near’s financial position due to adverse changes in financial market prices and rates. Near’s market risk exposure is primarily the result of fluctuations in interest rates.

Credit Risk

Financial instruments, which subjects Near to concentrations of credit risk, consist primarily of cash, cash equivalents, and deposits. Near’s cash and cash equivalents are held at major financial institutions located in the United States of America. At times, cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits ($250,000 per depositor per institution). Management believes the financial institutions that hold Near Holdings’ cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to cash and cash equivalents.

Provision for Income Taxes

Near uses the asset-and-liability method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.

Our policy for accounting for uncertainty in income taxes requires the evaluation of tax positions taken or expected to be taken in the course of the preparation of tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Reevaluation of tax positions considers factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit or expiration of statute of limitation and new audit activity.

Emerging Growth Company Status

In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. KludeIn initially elected, and now Near has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, Near will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of Near’s financials to those of other public companies more difficult.

Near also intends to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as it qualifies as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

Additionally, the combined company following the Business Combination will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K and may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

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Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity," which signifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements.

In September 2022, the FASB issued ASU No. 2022-04 – Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations which is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The guidance becomes effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company does not have any supplier finance programs and does not believe the impact of updating this accounting standard update will be material to the consolidated financial statements.

In March 2020, the FASB issued authoritative guidance to provide optional relief for companies preparing for the discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”) and applies to lease and other contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that reference LIBOR or another rate that is expected to be discontinued as a result of reference rate reform. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that for all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC 848. In December 2022, the FASB issued authoritative guidance to defer the sunset date of ASC 848 from December 31, 2022 to December 31, 2024. The Company is currently evaluating the potential impact of modifying treasury related arrangements and applying the relevant ASC 848 optional practical expedients, as needed. For existing lease, debt arrangements and other contracts, the Company does not expect any qualifying contract modifications related to reference rate reform and therefore does not expect that the optional guidance in ASC 848 will need to be applied through December 31, 2024. The Company will continue to monitor new contracts that could potentially be eligible for contract modification relief through December 31, 2024.

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of Near Common Stock of upon the consummation of the Business Combination by:

● each person known by Near to be the beneficial owner of more than 5% of the Near Common Stock of the Company upon the consummation of the Business Combination;

● each of the Company’s current named executive officers and directors; and

● all executive officers and directors of the Company, as a group, upon the consummation of the Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The applicable percentage ownership shown below is based on 46,383,143 shares of Near Common Stock issued and outstanding immediately upon the consummation of the Business Combination.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock of the Company beneficially owned by them.

Name of Beneficial Owner	Number of Shares of Near Common Stock Beneficially Owned		% of Ownership
Five Percent Holders
Cecil Capital Pte. Ltd.(1)		5,079,301		11.0	%
Sequoia Capital India III Ltd.(2)		5,852,099		12.6	%
CMDB II(3)		5,852,099		12.6	%
Telstra Ventures Fund II, LP(4)		2,657,700		5.7	%
GPC NIV Ltd.(5)		9,204,968		19.8	%
UM Legacy LLC(6)		7,120,714		15.4	%
KludeIn Prime LLC(7)		9,200,000		17.8	%
Directors and Named Executive Officers
Anil Mathews(1)		5,079,301		11.0	%
Ronald Steger		-		*
Kathryn Petralia		-		*
Mark N. Greene		-		*
Mini Krishnamoorthy(7)		9,200,000		17.8	%
Shobhit Shukla(8)		1,550,310		3.3	%
Rahul Agarwal(9)		1,033,540		2.2	%
All Directors and Executive Officers of the Company as a Group (9 persons)		16,863,151		30.3	%

* Less than one percent.

(1) Anil Mathews has voting and investment discretion with respect to the Near Common Stock held of record by Cecil Capital Pte. Ltd., and may be deemed to have beneficial ownership of the Near Common Stock held directly by Cecil Capital Pte. Ltd. The address of the principal business office of Cecil Capital Pte. Ltd. is 160 Robinson Road, #20-03 SBF Center, Singapore 068914.

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(2) Sequoia Capital India Management III Ltd is the management entity and provides non-binding investment advice to Sequoia Capital India III Ltd. The investment decisions are taken by the board of directors of Sequoia Capital India III Ltd. Accordingly, the voting and dispositive power with respect to the shares held by Sequoia Capital India III Ltd are exercised by the board of directors of Sequoia Capital India III Ltd. The address for Sequoia Capital India III Ltd is International Proximity, Fifth Floor, Ebene Esplanade, 24 Bank Street, CyberCity, Ebene, Republic of Mauritius.

(3) J.P. Morgan Investment Management Inc. has voting and investment discretion with respect to the Near Common Stock held of record by CMDB II, and may be deemed to have beneficial ownership of the Near Common Stock held directly by CMDB II. The address of the principal business office of CMDB II is 14 Appeld Court Hillsdale, NJ 07462.

(4) T Ventures Fund II GP Ltd. has voting and investment discretion with respect to the Near Common Stock held of record by Telstra Ventures Fund II, L.P., and may be deemed to have beneficial ownership of the Near Common Stock held directly by Telstra Ventures Fund II, L.P. The business address of Telstra Ventures Fund II, L.P. is North Suite 2, Town Mills, Rue du Pre, St. Peter Port, Guernsey GY1 1LT, Channel Islands.

(5) GPC NIV Ltd. has voting and investment discretion with respect to the Near Common Stock held of record by Greater Pacific Capital Private Investing India LP, and may be deemed to have beneficial ownership of the Near Common Stock held directly by Greater Pacific Capital Private Investing India LP. The business address of GPC NIV Ltd is PO Box 309, Ugland House, George Town Grand Cayman, KY1-1104, Cayman Islands.

(6) The address of the principal business office of UM Legacy LLC is 130 West, Union Street, Pasadena, CA 91103. The power to vote or dispose of securities issued by the Company and held by UM Legacy LLC (“UML”) is shared by individual managers of the UML Board of Managers, none of whom has veto power. Under the terms of the Limited Liability Company Agreement of UML, its Board of Managers is comprised of five Managers. As of July 25, 2022, three of the five seats are filled by Tom McGovern, Tige Savage, and John H. Wyant. Of the two remaining seats, Accel X L.P., may appoint a Manager but has not elected to do so while the remaining seat shall be elected by, and may only be removed without cause by, the unanimous affirmative vote or written consent of the other managers then serving on UML’s Board of Managers. Messrs. McGovern, Savage and Wyant disclaim any beneficial ownership of the securities issued by the Company.

(7) Includes warrants exercisable into 5,200,000 shares of Near Common Stock within 60 days. KludeIn Prime LLC (the “Sponsor”) is the record holder of such warrants and shares. Messrs. Narayan Ramachandran and Sriram Raghavan are the managing members of the Sponsor and may be deemed the beneficial owners of the shares and warrants held by the Sponsor. Ms. Krishnamoorthy’s spouse, Mr. Raghavan, is a managing member of the Sponsor, and as such, has shared voting and investment discretion with respect to the Near Common Stock and warrants held by the Sponsor. Each of Ms. Krishnamoorthy holds a direct or indirect interest in the Sponsor and may be deemed to have shared beneficial ownership of the Near Common Stock and warrants held directly by the Sponsor. Ms. Krishnamoorthy and Messrs. Raghavan and Ramachandran disclaims any beneficial ownership of the shares and warrants other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.

(8) Shobhit Shukla has voting and investment discretion with respect to the 1,550,310 shares of Near Common Stock held of record by Godspeed Investments Pte. Ltd., and may be deemed to have beneficial ownership of the Near Common Stock held directly by Godspeed Investments Pte. Ltd. The address of the principal business office of Godspeed Investments Pte. Ltd. is 160 Robinson Road, #20-03 SBF Center, Singapore 068914.

(9) Rahul Agarwal has voting and investment discretion with respect to the 1,033,540 shares of Near Common Stock held of record by Oriental Investment Advisors Pte. Ltd., and may be deemed to have beneficial ownership of the Near Common Stock held directly by Oriental Investment Advisors Pte. Ltd. The address of the principal business office of Oriental Investment Advisors Pte. Ltd. is 160 Robinson Road, #20-03 SBF Center, Singapore 068914.

Directors and Executive Officers

The Company’s directors and executive officers after the closing of the Business Combination (the “Closing”) are described in the Definitive Proxy Statement in the section titled “Management of Near following the Business Combination” and is incorporated herein by reference.

Reference is made to the disclosure set forth under Item 5.02 of this Current Report on Form 8-K concerning the biographical information of Jay Angelo.

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Executive Compensation

The executive compensation of the Company’s executive officers and directors is described in the Definitive Proxy Statement in the section titled “Management of Near following the Business Combination” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The certain relationships and related party transactions of the Company are described in the Definitive Proxy Statement in the section titled “Certain Relationships and Related Person Transactions” and are incorporated herein by reference. Director independence is described in the Definitive Proxy Statement in the section titled “Management of Near following the Business Combination” and that information is incorporated herein by reference.

Effective on the Closing Date, the Board of Directors of the Company adopted the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) to assess director independence. The Board of Directors has determined that each of the Company’s directors, other than Anil Mathews, qualifies as “independent” under the listing requirements of Nasdaq.

Legal Proceedings

From time to time, the Company may be subject to various legal proceedings, investigations, or claims that arise in the ordinary course of our business activities. As of the date of this filing, the Company is not currently a party to any litigation, investigation, or claim the outcome of which, if determined adversely to it, would individually or in the aggregate be reasonably expected to have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows or which otherwise is required to be disclosed under Item 103 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The Near Common Stock and Near warrants began trading on Nasdaq under the symbols “NIR” and “NIRWW,” respectively, on March 24, 2023, subject to ongoing review of the Company’s satisfaction of all listing criteria post-Business Combination.

As of March 24, 2023, 46,383,143 shares of Near Common Stock were issued and outstanding, held of record by 219 holders.

The Company has not paid any cash dividends on shares of its common stock to date and does not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements, lenders consenting to current or future dividend payments and the Company’s general financial condition. The payment of any cash dividends will be within the discretion of the Company’s Board of Directors. It is the present intention of the Company’s Board of Directors to retain all earnings, if any, for use in the Company’s business operations.

Information regarding KludeIn’s common stock, units and warrants and related stockholder matters are described in the Definitive Proxy Statement in the section titled “Description of New Near’s Securities” and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K concerning the issuance of restricted stock units (“RSUs”).

Description of Registrant’s Securities

The description of the Company’s securities is contained in the Definitive Proxy Statement in the section titled “Description of New Near’s Securities” and is incorporated herein by reference.

Indemnification of Directors and Officers

Reference is made to the disclosure set forth under Item 5.02 of this Current Report on Form 8-K concerning indemnification agreements entered into with each of the Company’s directors and executive officers.

Further information about the indemnification of the Company’s directors and officers is set forth in the Definitive Proxy Statement “Description of New Near’s Securities—Limitations on Liability and Indemnification of Directors and Officers”, and such information is incorporated herein by reference

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Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements and supplementary data of Near and KludeIn.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of Near and KludeIn.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Company’s direct financial obligations is contained in the Definitive Proxy Statement in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Near —Borrowings” and is incorporated herein by reference.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Consent and Amendment No. 2, which is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

On March 27, 2023, pursuant to the Director Compensation Policy (as defined below), Near issued an aggregate of 199,796 RSUs under the Equity Incentive Plan to its non-employee directors. Specifically, Near issued 46,184 RSUs to each non-employee director as compensation for his or her service on the Board of Directors and15,060 RSUs to each chair of a committee of the Board of Directors. The RSUs were issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Waiver and Warrant Assumption Agreements, which is incorporated by reference into this Item 3.02.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 4.01. Changes in Registrant’s Certifying Accountants.

On March 23, 2023, the Audit Committee of the Company’s Board of Directors approved the engagement of UHY LLP (“UHY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements effective immediately following the closing of the Business Combination. UHY served as the independent registered public accounting firm of Near Holdings prior to the Business Combination. Accordingly, Marcum LLP (“Marcum”), KludeIn’s independent registered public accounting firm prior to the Business Combination, was informed on the Closing Date that it was dismissed and replaced by UHY as the Company’s independent registered public accounting firm.

Marcum’s report on KludeIn’s financial statements as of December 31, 2022 and 2021 and for the period from September 24, 2020 (inception) through December 31, 2020, and the related notes to the financial statements (collectively, the “financial statements”), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that such report included an explanatory paragraph as to KludeIn’s ability to continue as a going concern.

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During the fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through March 23, 2023, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in KludeIn’s internal control over financial reporting related to the accounting for complex instruments, described in the Annual Report on Form 10-K for the year ended December 31, 2022.

The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.

During the fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through March 23, 2023, the Company did not consult UHY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by UHY that UHY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Definitive Proxy Statement in the section titled “Proposal No. 2— The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in the “Introductory Note” to this Current Report on Form 8-K, which is incorporated herein by reference.

Immediately after giving effect to the Business Combination, there were 46,383,143 shares of Near Common Stock outstanding. As a result of the consummation of the Business Combination, a change of control of KludeIn has occurred, as the stockholders of KludeIn as of immediately prior to the Closing held 9.2% of the outstanding shares of Near Common Stock immediately following the consummation of the Business Combination.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors and Officers

Effective as of the Closing Date, the Near Board of Directors (the “Near Board”) consists of five (5) individuals, divided into three classes. Ronald Steger and Kathryn T. Petralia were made Class I directors, Mini Krishnamoorthy and Mark N. Greene were made Class II directors, and Anil Mathews was made a Class III director.

The following persons are serving as executive officers and directors of the Company effective as of the Closing Date, with each of the directors having been elected by the KludeIn stockholders and each of the executive officers having been appointed by the Near Board, effective as of the Closing Date. For biographical information concerning the executive officers and directors and compensatory information regarding the named executive officers, see the disclosure in the Definitive Proxy Statement in the sections titled “Management of New Near Following the Business Combination” and “Executive Compensation of Near,” which are incorporated herein by reference. Biographical information for Mr. Angelo is set forth below the table.

Name	Age		Position
Executive Officers
Anil Mathews		48	Chief Executive Officer and Chairman of the Board
Shobhit Shukla		39	President
Rahul Agarwal		38	Chief Financial Officer
Gladys Kong		52	Chief Operating Officer and Secretary
Jay Angelo		52	General Counsel
Non-Employee Directors
Mark N. Greene		68	Director
Mini Krishnamoorthy		43	Director
Kathryn T. Petralia		52	Director
Ronald Steger		69	Director

Jay Angelo. Mr. Angelo joined Near in June 2022 as its General Counsel. Prior to joining Near, he served in a strategy and external engagement role in Apple’s (NASDAQ: AAPL) legal operations organization from September 2019 to June 2022. From 2009-2019, he was with Smiths Group plc (LSE: SMIN.L) as a General Counsel of two different operating divisions during that period, and also served in additional Smiths-wide senior legal leadership roles as head of litigation and head of intellectual property / innovation. Prior to Smiths, Mr. Angelo held senior legal positions with three other listed companies, including a $1B sales enterprise software company where he led the commercial legal organization and managed 45 staff. Jay began his career as a lawyer at the firm Willkie Farr & Gallagher. Mr. Angelo holds a B.A. degree in Government with a minor in Economics from Georgetown University, and a J.D. from George Washington University Law School. New Near believes that Mr. Angelo’s experience as a senior executive and technology lawyer at multiple publicly-traded technology organizations qualifies him to serve as General Counsel of New Near.

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The information set forth in the sections titled “Directors and Executive Officers,” “Executive Compensation” and “Certain Relationships and Related Transactions, and Director Independence” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

2023 Equity Incentive Plan

The information set forth in the section titled “2023 Equity Incentive Plan” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Indemnification Agreements for Company Directors and Officers

The information set forth in the section titled “Indemnification Agreements” of Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Further information about the indemnification of the Company’s directors and officers is set forth in the Definitive Proxy Statement “Description of New Near’s Securities—Limitations on Liability and Indemnification of Directors and Officers” and is incorporated herein by reference.

Cancellation of RSUs

On March 21, 2023, the Near Holdings Board of Directors cancelled an aggregate of 37,850 RSUs originally granted under the Near Intelligence Holdings Inc. 2022 Employee Restricted Stock Unit Plan, consisting of (i) 12,000 RSUs held by Anil Mathews, (ii) 8,000 RSUs held by Shobhit Shukla, (iii) 6,000 RSUs held by Rahul Agarwal, (iv) 2,650 RSUs held by Gladys Kong, and (v) 9,200 RSUs held by non-executive employees. The foregoing amounts represent the number of RSUs prior to application of the conversion ratio. The RSUs were cancelled for no consideration.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amended and Restated Certificate of Incorporation

On the Closing Date, KludeIn’s amended and restated certificate of incorporation was further amended and restated to, among other changes:

(a) increase the total number of authorized shares of all classes of capital stock to 350,000,000 shares, par value of $0.0001 per share, consisting of (a) 300,000,000 shares of Near Common Stock and (b) 50,000,000 shares of preferred stock;

(b) provide that, any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding) requires the affirmative vote of the holders of all the then-outstanding shares of capital stock of Near entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL;

(c) require an affirmative vote of the Near Board or the holders of at least two-thirds (2/3) of the voting power of all then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, for the adoption, amendment, or repeal of any provision of the Bylaws (as defined below) (in addition to any vote of the holders of any class or series of stock if required by applicable law); provided, however, that if the Near Board has approved such adoption, then only the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of Near’s capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws (as defined below); and

(d) provide that any amendment to certain provisions of the amended and restated certificate of incorporation will require the approval of the holders of at least 66²∕₃% of the voting power of Near’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

As previously reported in the Current Report on Form 8-K filed with the SEC on March 21, 2023, the KludeIn stockholders approved the adoption of the amended and restated certificate of incorporation at the Special Meeting. This summary is qualified in its entirety by reference to the full text of the amended and restated certificate of incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Amended and Restated Bylaws

In connection with the consummation of the Business Combination, the Company’s bylaws were amended and restated as of the Closing Date (the “Bylaws”) to provide for advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Near’s annual meetings, certain limitations on convening special stockholder meetings, limiting the ability of stockholders to act by written consent, and the Near Board has the express authority to make, alter or appeal the Bylaws. This summary is qualified in its entirety by reference to the full text of the amended and restated bylaws of the Company, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Business Combination, on March 23, 2023, the Near Board approved and adopted a new Code of Ethics and Business Conduct (the “Code of Ethics”) applicable to all employees, officers, and directors of the Company, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The newly adopted Code of Ethics did not result in any explicit or implicit waiver of any provision of KludeIn’s code of ethics in effect prior to the adoption of the Code of Ethics. The summary and the foregoing description of the Code of Ethics are qualified in their entirety by reference to the text of the Code of Ethics, a copy of which is filed as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the Code of Ethics can be found in the Investors section of the Company’s website at www.investors.near.com. The information on the Company’s website is not incorporated by reference in, and does not form a part of, this Current Report on Form 8-K.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Definitive Proxy Statement in the section titled “Proposal No. 2— The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On the Closing Date, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is furnished as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.4, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 8.01. Other Events.

As a result of the Business Combination and by operation of Rule 12g-3(a) promulgated under the Exchange Act, Near is a successor issuer to KludeIn. Near hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

On March 27, 2023, the Near Board adopted a Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which provides for (i) an annual cash retainer of $120,000 for service as a director, payable in cash in twelve monthly installments of $10,000 for each complete calendar month, (ii) an award under the Equity Incentive Plan of RSUs with an aggregate fair market value of $230,000 (the “Initial Annual Award”) for each non-employee director who serves on the Near Board from March 24, 2023 through the Company’s 2024 annual meeting of stockholders (such period referred to as the “Initial Period”), (iii) an annual award under the Equity Incentive Plan of RSUs with an aggregate fair market value of $130,000 (the “Regular Annual Award”) for each non-employee director who serves on the Board for any year after the Initial Period, to be granted on the date of each annual meeting of the Company’s stockholders and (iv) an award under the Equity Incentive Plan of RSUs with an aggregate fair market value of $25,000 (the “Committee Chair Award” and, collectively with the Initial Annual Award and the Regular Annual Award, the “Director Awards”) for each non-employee director who serves as chairperson of a Near Board committee, to be granted on the date of appointment to such chairperson role and thereafter on the date of each annual meeting of the Company’s stockholders, provided that no non-employee director shall receive more than one Committee Chair Award in any 12-month period. The number of RSUs granted for each of the Director Awards will be determined based on the closing price of the Near Common Stock on the date of grant, but rounded down to the nearest whole share to avoid the issuance of fractional shares. The Director Awards will vest in full on the one-year anniversary of the date of grant, subject to the applicable non-employee director’s continued service on the Near Board through such vesting date. Any unvested Director Award will, in the Near Board’s discretion, be forfeited in the event that the non-employee director’s service on the Near Board terminates prior to the vesting date, unless (x) such non-employee director resigns concurrently with the annual meeting of stockholders immediately prior to the scheduled vesting date, (y) such annual meeting is held not more than thirty (30) days prior to the scheduled vesting date and (z) the resigning non-employee director continues to serve on the Near Board through the date of such annual meeting. Furthermore, if, prior to the applicable vesting date, a committee chairperson resigns from the chairperson role for which such Committee Chair Award was granted, the Near Board may, in its discretion, require the committee chairperson to forfeit a prorated portion of such Committee Chair Award based on length of service in such chairperson role during the applicable vesting period. The Near Board may, in its discretion, determine to grant prorated Committee Chair Awards in the event of committee chairperson changes occurring other than on the date of an annual meeting of stockholders.

All directors are also entitled to reimbursement for their reasonable out-of-pocket expenditures incurred in connection with their service.

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Item 9.01 Financial Statements and Exhibits.

(a)-(b) Financial Statements.

The Audited Financial Statements of KludeIn Acquisition I Corp. as at and for the year ended December 31, 2022 and 2021 and the related notes are included in the Annual Report on Form 10-K of KludeIn Acquisition I Corp., filed with the SEC on March 17, 2023, and are incorporated herein by reference.

Filed as Exhibit 99.1 to this Current Report on Form 8-K are the Audited Financial Statements of Near Pte. Ltd. as at and for the year ended December 31, 2021 and 2020.

Filed as Exhibit 99.2 to this Current Report on Form 8-K are the Audited Financial Statements of Near Intelligence Holdings Inc. as at and for the year ended December 31, 2022 and 2021.

Filed as Exhibit 99.3 to this Current Report on Form 8-K are the Unaudited Pro Forma Condensed Combined Financial Statements of Near Intelligence, Inc. as of December 31, 2022 and for the year ended December 31, 2022.

(d) Exhibits.

Exhibit	Description
2.1*** †	Agreement and Plan of Merger, dated as of May 18, 2022, by and among KludeIn I Acquisition Corp., Paas Merger Sub 1 Inc., Paas Merger Sub 2 LLC and Near Intelligence Holdings Inc., incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on May 19, 2022.
2.2***	Amendment to Agreement and Plan of Merger, by and among KludeIn I Acquisition Corp. and Near Intelligence Holdings Inc., dated as of November 3, 2022, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on November 9, 2022.
2.3***	Amendment No. 2 to Agreement and Plan of Merger, by and among KludeIn I Acquisition Corp. and Near Intelligence Holdings Inc., dated as of December 23, 2022, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on December 27, 2022.
2.4***	Amendment No. 3 to Agreement and Plan of Merger, by and among KludeIn I Acquisition Corp. and Near Intelligence Holdings Inc., dated as of January 13, 2022, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on January 17, 2023.
3.1*	Certificate of Incorporation of Near Intelligence, Inc., dated as of March 23, 2023.
3.2*	Amended and Restated Bylaws of Near Intelligence, Inc., dated as of March 23, 2023
4.2***	Warrant Agreement, dated January 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on January 12, 2021.
10.1***	Registration Rights Agreement, dated January 6, 2021, by and among the Company and certain security holders, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on January 12, 2021.
10.2***	Registration Rights Agreement, dated as of May 18, 2022, by and between KludeIn I Acquisition Corp. and CF Principal Investments LLC, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on May 19, 2022.
10.3*	Amended and Restated Registration Rights Agreement by and among Near Intelligence, Inc., KludeIn Prime LLC, and certain security holders of Near Intelligence Holdings Inc., dated as of March 23, 2023.
10.4*	Notice of Waiver by KludeIn I Acquistiion Corp., dated March 21, 2023.
10.5*	Warrant Assumption Agreement by and between Near Intelligence, Inc. and Harbert European Specialty Lending Company II, S.À.R.L., dated March 28, 2023.
10.6*	Waiver and Warrant Assumption Agreement by and between Near Intelligence, Inc. and Harbert European Specialty Lending Company II, S.À.R.L., dated March 28, 2023.
10.7*	Waiver and Warrant Assumption Agreement by and between Near Intelligence, Inc. and each of the Blue Torch investment funds set forth on Schedule I, dated March 27, 2023.
10.8*	Form of Indemnification Agreement.
10.9*	Near Intelligence, Inc. 2023 Equity Incentive Plan.
10.10***	Contract for the Provision of Services, dated as of February 22, 2022, between Intermarche Alimentaire International and Near Intelligence, incorporated herein by reference to the Registrant’s Form S-4/A filed on  February 3, 2023.
10.11*^	Contract for the Provision of Services, dated as of February 17, 2023, between Intermarché Alimentaire International and Near Intelligence SAS.
10.12*^	Near Platform Usage Agreement by and between Near North America Inc. and MobileFuse, LLC, dated January 1, 2023.
10.13***	Financing Agreement, dated as of November 4, 2022, by and among Near Intelligence Holdings Inc., the Guarantors, the Lenders, and Blue Torch Finance LLC, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
10.14***	Consent and Amendment No. 1 to Financing Agreement dated as of December 27, 2022, by and among Near Intelligence Holdings Inc., the Guarantors party thereto, the Required Lenders party thereto and Blue Torch Finance LLC, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
10.15*	Consent and Amendment No. 2 to Financing Agreement dated as of March 23, 2023, by and among Near Intelligence Holdings Inc., the Guarantors party thereto, the Required Lenders party thereto and Blue Torch Finance LLC, dated March 23, 2023.

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10.16***	Common Stock Purchase Agreement, dated as of May 18, 2022, by and between KludeIn I Acquisition Corp. and CF Principal Investments LLC, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on May 19, 2022.
10.17*	Omnibus Fee Amendment Agreement by and between KludeIn I Acquisition Corp. and Near Intelligence Holdings Inc, and Cantor Fitzgerald & Co. and CF Principal Investments LLC, dated March 22, 2023.
10.18*	Letter Agreement by and between BTIG, LLC and KludeIn I Acquisition Corp., dated March 22, 2023.
10.19*	Form of Restricted Stock Unit Award Agreement (Non-Employee Director Form).
10.20*	Form of Restricted Stock Unit Award Agreement (Committee Chair Form).
10.21***	Sub-sublease Agreement dated as of June 14, 2021, by and between CIT Bank, N.A. and UberMedia, Inc, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
10.22***	Binding Letter of Intent to Lease, dated as of May 22, 2019, by and between Incubex Business Consulting Services Private Limited and Near India Private Limited, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
10.23***	Exclusive Workspace License Agreement dated as of February 15, 2022, by and between the Executive Centre Singapore Pte Ltd and Near Intelligence PTE LTD., incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023
10.24***	WeWork Membership Agreement dated as of May 1, 2022, by and between 64 York Street Pty Ltd and Near, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
10.25***	Commercial Lease Agreement, dated as of July 20, 2022, by and between SCI CIPAV RC and Near, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
14.1*	Code of Ethics and Business Conduct of Near Intelligence, Inc., dated as of March 23, 2023.
16.1*	Letter of Marcum LLP Regarding Change in Certifying Accountant.
21.1*	List of Subsidiaries.
99.1***	Audited Financial Statements of Near Pte. Ltd. as at and for the year ended December 31, 2021 and 2020, incorporated herein by reference to the Registrant’s Form S-4/A filed on February 3, 2023.
99.2*	Audited Financial Statements of Near Intelligence Holdings Inc. as at and for the year ended December 31, 2022 and 2021.
99.3*	Unaudited Pro Forma Condensed Combined Financial Statements of Near Intelligence, Inc. as of December 31, 2022 and for the year ended December 31, 2022.
99.4*	Press Release, dated March 23, 2023.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

*** Previously Filed.

†	Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request.
^	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.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Near Intelligence, Inc.
Dated: March 28, 2023	By:	/s/ Anil Mathews
	Name:	Anil Mathews
	Title:	Chief Executive Officer

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KLUDEIN I ACQUISITION CORP.

March 23, 2023

The present name of the corporation is KludeIn I Acquisition Corp. The corporation was incorporated under the name “KludeIn I Acquisition Corp.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 24, 2020, which Certificate of Incorporation was amended and restated in its entirety on January 6, 2021 (as so amended and restated, the “Existing Certificate”). This Restated Certificate of Incorporation of the corporation, which restates and integrates and also further amends the provisions of the Existing Certificate, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, and by the written consent of its sole stockholder in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”). The Existing Certificate, as amended and restated, is hereby amended, integrated and restated to read in its entirety as follows (as so amended and restated, the “Restated Certificate”):

ARTICLE I
NAME

The name of the corporation is Near Intelligence, Inc. (the “Corporation”).

ARTICLE II
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE III
REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE IV
CAPITALIZATION

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 350,000,000 shares, comprised of (a) 300,000,000 shares of common stock (the “Common Stock”), and (ii) 50,000,000 shares of preferred stock (the “Preferred Stock”).

Immediately upon the effectiveness of the filing of this Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Reclassification Effective Time”), each share of the Corporation’s Class A Common Stock, $0.0001 par value per share, issued and outstanding immediately prior to the Reclassification Effective Time (the “Old Class A Common Stock”) will be reclassified as one (1) share of Common Stock (the “Reclassification”). Each person registered on the Corporation’s books as the owner of any share or shares of Old Class A Common Stock will be registered on the Corporation’s books as the owner of the share or shares of Common Stock issued upon reclassification thereof. Each stock certificate that immediately prior to the Reclassification Effective Time represented a number of shares of Old Class A Common Stock will, from and after the Reclassification Effective Time, be deemed to represent an equivalent number of shares of Common Stock, without the need for surrender or exchange thereof; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Class A Common Stock will be entitled to receive, upon surrender of such certificate or certificates, or appropriate evidence of loss thereof as will be reasonably required by the Corporation, a new certificate or certificates evidencing and representing the number of shares of Common Stock to which such person is entitled.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Section 4.2 Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions. Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, and shall expressly be granted by this Restated Certificate of Incorporation (including any Preferred Stock Designation).

Section 4.3 Common Stock.

(a) Voting.

(i) Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power of the stockholders of the Corporation.

(ii) Except as otherwise required by law or this Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders of the Corporation on which the holders the Common Stock are entitled to vote; provided, however, that except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate (including any Preferred Stock Designation) or pursuant to the DGCL.

(b) Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c) Liquidation. Subject to the rights of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by each such holder.

ARTICLE V
BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Restated Certificate or the By-Laws of the Corporation (“By-Laws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate, and any By-Laws adopted by the stockholders of the Corporation; provided, however, that no By-Laws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been adopted.

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Section 5.2 Number, Election and Term.

(a) The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the directors present at any meeting at which there is a quorum.

(b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following date that the Board of Directors was first classified (the “Classification Date”); the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the Classification Date; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the Classification Date. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the Classification Date, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of the Common Stock. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the Classification Date in accordance with the DGCL

(c) Unless and except to the extent that the By-Laws shall so require, the election of directors need not be by written ballot.

Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, except as otherwise provided by law, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely and exclusively by the affirmative vote of the majority of the directors then in office (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), even if less than a quorum, or by a sole remaining director, and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4 Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5 Preferred Stock — Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Restated Certificate (including any Preferred Stock Designation). Notwithstanding anything to the contrary in this Article V, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 5.2(a) of this Article V, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Preferred Stock Designation in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect directors are divested of such right pursuant to the provisions of such Preferred Stock Designation, the terms of office of all such directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

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ARTICLE VI
BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws, subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal the By-Laws. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the By-Laws; provided, that in addition to any vote of the holders of any class or series of stock of the Corporation or as required by applicable law or by this Restated Certificate (including any Preferred Stock Designation) or the By-Laws , the adoption, amendment or repeal of the By-Laws by the stockholders of the Corporation shall require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote thereon; provided, further, that if two-thirds (2/3) of the Board has approved such adoption, amendment or repeal of any provisions of the By-Laws, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the By-Laws.

ARTICLE VII
SPECIAL MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 7.1 Special Meetings. Subject to the rights, of the holders of one or more outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called for any purpose or purposes, at any time only by the Chairman of the Board, the Chief Executive Officer of the Corporation, or the Board in each case in accordance with the By-Laws, and shall not me called by any other person or persons. Any such special meeting so called may be postponed, rescheduled or cancelled by the Board or other person calling the meeting.

Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of other proposed business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting

Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation and shall not be taken by written consent. of the stockholders in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.

ARTICLE VIII
LIMITED LIABILITY; INDEMNIFICATION

Section 8.1 Limitation of Director and Officer Liability. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

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Section 8.2 Indemnification and Advancement of Expenses.

(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. Such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such director’s heirs, executors and personal and legal representatives; provided, however, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or the director’s heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.

(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Restated Certificate, the By-Laws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

(e) To the extent an indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by a third party, (i) the Corporation shall be the indemnitor of first resort (i.e., that its obligations to an indemnitee are primary and any obligation of such third party to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an indemnitee are secondary), (ii) the Corporation shall be required to advance the full amount of expenses incurred by an indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Restated Certificate of Incorporation, the By-Laws and the agreements to which the Corporation is a party, without regard to any rights an indemnitee may have against such third party and (iii) the Corporation irrevocably waives, relinquishes and releases such third party from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by such third party on behalf of an indemnitee with respect to any claim for which an indemnitee has sought indemnification from the Corporation shall affect the foregoing, and such third party shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of an indemnitee against the Corporation.

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ARTICLE IX
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article IX.

ARTICLE X
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

Section 10.1 Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof, shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its current or former directors, officers or employees arising pursuant to any provision of the DGCL or this Restated Certificate or the By-Laws, (iv) any action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction.

Notwithstanding the foregoing, the provisions of Section 10.1 of this Article X shall not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Section 10.2 Securities Act. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Section 10.3 Notice. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article X.

ARTICLE XI
SEVERABILITY

If any provision or provisions (or any part thereof) of this Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby, and (ii) the provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

[Signature page follows]

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IN WITNESS WHEREOF, KludeIn I Acquisition Corp. has caused this Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

KLUDEIN I ACQUSITION CORP.
By:	/s/ Narayan Ramachandran
Name:	Narayan Ramachandran
Title:	Chairman of the Board of Directors and Chief Executive Officer

[Signature Page to Restated Certificate of Incorporation]

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS
OF
NEAR INTELLIGENCE, INC.
(THE “CORPORATION”)
ARTICLE I
OFFICES

Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at the location stated from time to time in the Certificate of Incorporation (as defined below).

Section 1.2 Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II
STOCKHOLDERS MEETINGS

Section 2.1 Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect persons to serve as directors of the Corporation to fill any vacancies on the Board of Directors, including for any directorship that expires on the date of such annual meeting, and may transact any other business as may properly be brought before the meeting.

Section 2.2 Special Meetings. Subject to the rights of the holders of any outstanding series of the preferred stock of the Corporation (“Preferred Stock”), and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the directors present at any meeting at which there is a quorum, and may not be called by any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).

Section 2.3 Notices. Written notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Section 2.4 Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) or these By-Laws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. Shares of the Corporation’s capital stock shall neither be entitled to vote nor counted for quorum purposes if such shares belong to (i) the Corporation, (ii) another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation or (iii) any other entity, if a majority of the voting power of such other entity is otherwise controlled, directly or indirectly, by the Corporation; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 2.5 Voting of Shares.

(a) Voting Lists. The Corporation shall prepare, no later than the 10^th day before each meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address and the number and class of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority. No stockholder shall have cumulative voting rights.

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(d) Required Vote. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these By-laws or applicable stock exchange rules, a different or minimum vote is required, in which case such different or minimum shall govern and control the decision of such matter.

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(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6 Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. In the absence of a quorum, if the Board of Directors so determines, the stockholders by the affirmative vote of a majority of the voting power of the outstanding shares of stock entitled to vote thereon, present in person or represented by proxy, shall have the power to adjourn to reconvene at the same or some other place, if any, and the same or some other time. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken or given in any other manner permitted by Section 222 of the DGCL. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7 Advance Notice for Business.

(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board or duly authorized committee of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or duly authorized committee of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that commences on the date of the annual meeting pursuant to Section 3.2 will be considered for election at such meeting. For the avoidance of doubt, the foregoing clause (iii) of this Section 2.7 of Article II shall be the exclusive means for a stockholder to propose such business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year (other than in connection with the First Annual Meeting), notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day before the meeting and not later than the later of (x) the close of business on the 90^th day before the meeting or (y) the close of business on the 10^th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

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(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these By-laws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Corporation, (F) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business, (G) a representation that such stockholder is a stockholder of record of the Corporation and that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (H) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal, and (I) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Exchange Act, and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a). If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. If stockholders are permitted to fill vacancies, nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

(c) Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business pursuant to this Section 2.7 is required to update and supplement the information disclosed in such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is ten (10) Business Days prior to such meeting of the stockholders or any adjournment or postponement thereof, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth business day after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth Business Day prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of stockholders or any adjournment or postponement thereof).

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(d) Public Announcement. For purposes of these By-laws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8 Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these By-laws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE III
DIRECTORS

Section 3.1 Powers; Number; Voting. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware. Subject to the Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution adopted by a majority of the directors present at any meeting at which there is a quorum. The Board shall elect from its members one of its members to serve as Chairman of the Board. All actions of the Board which require a vote shall require a vote of the majority of the directors present at any meeting at which there is a quorum.

Section 3.2 Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board (or duly authorized committee of the Board) or (ii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2.

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(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day before the anniversary date of the immediately preceding annual meeting of stockholders (which shall be deemed to be [•], 2023) for the First Annual Meeting); provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year (other than in connection with the First Annual Meeting), notice by the stockholder to be timely must be so received not earlier than the close of business on the 120^th day before the meeting and not later than the later of (x) the close of business on the 90^th day before the meeting or (y) the close of business on the 10^th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10^th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.2. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

(c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 90^th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the date on which such public announcement was first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Corporation, (E) a representation that such stockholder is a stockholder of record of the Corporation and that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (F) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or (b) otherwise to solicit proxies or votes from stockholders in support of such nomination, and (G) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the nomination pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder and (H) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

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(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.2, or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.2, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(f)  Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of a nomination for election of director pursuant to this Section 3.2 is required to update and supplement the information disclosed in such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is ten (10) Business Days prior to such meeting of the stockholders or any adjournment or postponement thereof, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth business day after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth Business Day prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of stockholders or any adjournment or postponement thereof).

(g) Submission of Questionnaire, Representation and Agreement. To be qualified to be a nominee for election or re-election as a director of the Corporation, a person must deliver (in the case of a person nominated by a stockholder in accordance with 3.2, in accordance with the time periods prescribed for delivery of notice under such sections) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five business days of such written request) and a written representation and agreement (in the form provided by the Secretary upon written request written request of any stockholder of record identified by name within five business days of such) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (iii) would be in compliance, and if elected as a director of the Corporation will comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(h) Update and Supplement of Nominee Information. The Corporation may also, as a condition to any such nomination being deemed properly brought before an annual meeting, require any stockholder making a nomination or proposed nominee to deliver to the Secretary, within five business days of any such request, such other information as may reasonably be requested by the Corporation, including such other information as may be reasonably required by the Board, in its sole discretion, to determine (A) the eligibility of such proposed nominee to serve as a director of the Corporation, (B) whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, Securities and Exchange Commission and stock exchange rules or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and (C) such other information that the Board of Directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(f)  In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

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Section 3.3 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board, and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

Section 3.4 Term of Office; Removal. The elected directors of the Corporation shall hold office until their successors are duly elected and qualified by the stockholders or until their earlier death, resignation, removal from office. Directors may be removed from office as provided in the Certificate of Incorporation.

Section 3.5 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of Directors and any vacancies on the Board, shall be filled as provided for in the Certificate of Incorporation and such director so elected shall holder office as provided in the Certificate of Incorporation.

ARTICLE IV
BOARD MEETINGS

Section 4.1 Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2 Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware) as shall from time to time be determined by the Board.

Section 4.3 Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these By-laws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.

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Section 4.4 Quorum; Required Vote. A majority of total number of directors shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these By-laws.

Section 4.5 Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, the writing or writings or electronic transmission or transmissions (or paper reproductions thereof) shall be filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6 Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE V
COMMITTEES OF DIRECTORS

Section 5.1 Establishment. The Board may by resolution of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2 Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3 Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 5.4 Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these By-laws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these By-laws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article III and Article IV of these By-laws.

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ARTICLE VI
OFFICERS

Section 6.1 Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a President, one or more Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these By-laws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer.

(a) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

(b) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

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(c) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(d) Secretary.

(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(e) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(f)  Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(g) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2 Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3 Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

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Section 6.4 Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-laws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.

ARTICLE VII
SHARES

Section 7.1 Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2 Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by any two authorized officers (it being understood that each of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary shall be an authorized officer for such purpose). Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.3 Lost, Destroyed or Wrongfully Taken Certificates.

If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation may issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

Section 7.4 Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except as otherwise required by law.

Section 7.5 Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

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ARTICLE VIII
INDEMNIFICATION

Section 8.1 Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 8.2 Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Section 8.3 Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit to the fullest extent permitted by law. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

Section 8.4 Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these By-laws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

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Section 8.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6 Indemnification of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII.

Section 8.7 Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these By-laws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent

such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Section 8.8 Certain Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

Section 8.9 Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 8.10 Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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ARTICLE IX
MISCELLANEOUS

Section 9.1 Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these By-laws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2 Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 9.3 Means of Giving Notice.

(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these By-laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

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(b) Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these By-laws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, (ii) by email, or (iii) by means of a form of other electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, the earlier of when the notice is received or left at such stockholder’s address, (iv) if given by email, when directed to such stockholder’s email address, and (v) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (C) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Notwithstanding the foregoing, notice may not be given by electronic transmission from and after the time that: (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.

(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these By-laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these By-laws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

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Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these By-laws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4 Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these By-laws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5 Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at

the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and, if entitled to vote, to vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these By-laws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.

Section 9.6 Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

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Section 9.7 Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8 Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these By-laws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.9 Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10 Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11 Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.

Section 9.12 Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the person serving as Secretary expressly in such capacity. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13 Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

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Section 9.14 Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, any Vice President or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

Section 9.15 Amendments. The Board shall have the power to adopt, amend, alter or repeal the By-laws. The affirmative vote of a majority of the directors present at any meeting at which there is a quorum shall be required to adopt, amend, alter or repeal the By-laws. The By-laws also may be adopted, amended, altered or repealed by the stockholders; provided, that in addition to any vote of the holders of any class or series of capital stock of the Corporation or as required by applicable law or the Certificate of Incorporation shall require the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote thereon; provided, further, that if two-thirds (2/3) of the Board has approved such adoption, amendment or repeal of any provisions of the Bylaws, then only the affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the By-laws.

* * * * *

Adopted by the Board March 23, 2023

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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

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”).

RECITALS

WHEREAS, the Company, the Sponsor and the Initial Holders are party to that certain Registration Rights Agreement, dated as of January 6, 2021 (the “Original RRA”);

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Near and the other parties thereto;

WHEREAS, on the date hereof, pursuant to the Merger Agreement, the Near Holders received, in the aggregate, shares of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in the amount of Merger Consideration (such shares, “Merger Consideration Shares”);

WHEREAS, substantially simultaneously with its entering into the Merger Agreement, the Company has entered into a Common Stock Purchase Agreement with a certain investor (the “Common Stock Investor”; such agreement, the “Common Stock Purchase Agreement”), pursuant to which the Company may issue and sell to the Common Stock Investor, from time to time on or after the Closing, and the Common Stock Investor shall purchase from the Company, up to the lesser of (i) One Hundred Million U.S. Dollars ($100,000,000) in aggregate gross purchase price of newly issued shares of Common Stock, and (ii) a certain exchange cap set forth therein (the “Common Stock Financing”);

WHEREAS, in connection with the Merger Agreement and the transactions contemplated thereunder, the Company shall use commercially reasonable efforts to endeavor to consummate a Transaction Financing (as defined in the Merger Agreement), pursuant to which the Company would issue and sell to certain investors shares of Common Stock (“Investor Shares”) in one or more transactions exempt from registration under the Securities Act pursuant to subscription agreements to be entered into by and between the Company and each of the investors that would be parties thereto (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);

WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor Parties are Holders in the aggregate of all of the Registrable Securities as of the date hereof; and

WHEREAS, the Company, the Sponsor and the Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and for certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble hereto.

“Block Trade” shall have the meaning given in Section 2.4.1.

“Board” shall mean the Board of Directors of the Company.

“Closing” shall have the meaning given in the Merger Agreement.

“Closing Date” shall have the meaning given in the Merger Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Competing Registration Rights” shall have the meaning given in Section 5.7.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Demanding Near Holders” shall have the meaning given in Section 2.1.4.

“Demanding Sponsor Holders” shall have the meaning given in Section 2.1.4.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Initial Holders” shall have the meaning given in the Preamble hereto.

“Investor Shares” shall have the meaning given in the Recitals hereto.

“Joinder” shall have the meaning given in Section 5.10.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Merger Agreement” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Near Holders” shall have the meaning given in the Preamble hereto.

“Original RRA” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean with respect to a Holder, (1) if such Holder is an individual, (w) the members of such Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (x) any transferee pursuant to a qualified domestic relations order or by virtue of laws of descent and distribution upon death of such Holder, (y) a partnership, limited liability company or other entity of which such Holder and/or the immediate family of such Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, and (z) any trust for the direct or indirect benefit of such Holder or the immediate family of such Holder, (2) if such Holder is a trust, the trustor or beneficiary of such trust or the estate of a beneficiary of such trust, (3) if such Holder is an entity, (x) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in such Holder upon the liquidation and dissolution of such Holder, and (y) such Holder’s officers or directors or immediate family members of any of such Holder’s officers or directors, and (4) any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder.

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“Piggyback Registration” shall have the meaning given in Section 2.2.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement); and (b) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) in an Underwritten Offering or other offering involving an Underwriter, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.

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“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Sponsor Holders” shall mean the Sponsor and its Permitted Transferees who hold Registrable Securities.

“Sponsor Parties” shall have the meaning given in the Preamble hereto.

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant to a Registration and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

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ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. The Company agrees that it will file with the Commission (at the Company’s sole cost and expense) a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis no later than thirty (30) calendar days after the Closing Date, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or, in the event the Commission reviews and has written comments to the Registration Statement, the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

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2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor Holder or a Near Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor Holders and the Near Holders.

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, (a) a Sponsor Holder (a “Demanding Sponsor Holder”) or (b) a Near Holder (a “Demanding Near Holder”) (any of the Demanding Sponsor Holders or such Demanding Near Holders being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Sponsor Holders and the Demanding Near Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3 Shelf, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

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2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the a Sponsor Holder or a Near Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor Holders, the Near Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if a Sponsor Holder or a Near Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by such Sponsor Holder or such Near Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a) if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

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2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder that participates in such Underwritten Offering agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each Holder participating in any Underwritten Offering agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.4 Block Trades.

2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.

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2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

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3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 in the event of an Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, that the Company will not include the name of any Holder or any information regarding any Holder not participating in such sale pursuant to such Registration unless required by the Commission or any applicable law, rules or regulations;

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3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountings and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 in the event of an Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 in the event of any Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a Registration and an Underwriter.

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3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering involving a Registration and an Underwriter for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4.2 Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.

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3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, on not more than two occasions or for more than ninety (90) consecutive calendar days or more than one hundred and fifty (150) total calendar days in each case, during any twelve (12)-month period.

3.4.5 Notwithstanding anything to the contrary set forth herein, the Company shall not provide any Holder with any material, nonpublic information regarding the Company other than to the extent that providing notice to such Holder hereunder constitutes material, nonpublic information regarding the Company.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

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4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

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ARTICLE V

MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Near Intelligence, Inc., 100W Walnut St, STE A-4, Pasadena, California 91124, Attn: Anil Mathews, E-mail: anil@near.com , and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that, with respect to the Near Holders and the Sponsor Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (x) each of the Near Holders shall be permitted to transfer its rights hereunder as the Near Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Near Holder (it being understood that no such transfer shall reduce any rights of such Near Holder or such transferees) and (y) each of the Sponsor Holders shall be permitted to transfer its rights hereunder as the Sponsor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Sponsor Holder (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees).

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5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.5 TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of a majority-in-interest of the Sponsor Holders so long as the Sponsor Holders and their affiliates hold, in the aggregate, at least twenty-five percent (25%) of the outstanding shares of Common Stock of the Company held by such Sponsor Holders as of the date hereof; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Near Holder so long as such Near Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

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5.7 Other Registration Rights. Other than (i) the investor who has registration rights pursuant to the Common Stock Subscription Agreement, (ii) the stockholders who may have registration rights with respect to their Investor Shares pursuant to their respective Subscription Agreements, and (iii) as provided in the Warrant Agreement, dated as of January 6, 2021, between the Company and Continental Stock Transfer & Trust Company, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder (such rights “Competing Registration Rights”) without the prior written consent of a majority-in-interest of the Sponsor Holders, and (b) the Near Holders and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant Competing Registration Rights without the prior written consent of such Near Holders. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8 Term. This Agreement shall terminate on the earlier of (a) the tenth anniversary of the date of this Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

5.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

5.10 Joinder. Each person or entity who becomes a Holder pursuant to Section 5.25.2 hereof must execute a joinder to this Agreement in the form of Exhibit A attached hereto (a “Joinder”).

5.11 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

5.12 Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect.

[SIGNATURE PAGES FOLLOW]

19

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
Near Intelligence, Inc.
By:	/s/ Anil Mathews
	Name:	Anil Mathews
	Title:	Founder & CEO

[Signature Page to Amended and Restated Registration Rights Agreement]

HOLDERS:
KludeIn Prime LLC,
a Delaware limited liability company
By:	/s/ Sriram Raghavan
	Name:	Sriram Raghavan
	Title:	Managing Member

[Signature Page to Amended and Restated Registration Rights Agreement]

/s/ Mark Bailey

Mark W. Bailey

[Signature Page to Amended and Restated Registration Rights Agreement]

/s/ Krishnan Rajagopalan

Krishnan Rajagopalan

[Signature Page to Amended and Restated Registration Rights Agreement]

/s/ Madhavan Rangaswami

Madhavan Rangaswami

[Signature Page to Amended and Restated Registration Rights Agreement]

CECIL CAPITAL PTE LTD
By:	/s/ Anil Mathews
	Name:	Anil Mathews
	Title:	Authorized Signatory

[Signature Page to Amended and Restated Registration Rights Agreement]

GODSPEED INVESTMENTS PTE LTD
By:	/s/ Shobhit Shukla
	Name:	Shobhit Shukla
	Title:	Authorized Signatory

[Signature Page to Amended and Restated Registration Rights Agreement]

ORIENTAL INVESTMENT ADVISORS PTE LTD
By:	/s/ Rahul Agarwal
	Name:	Rahul Agarwal
	Title:	Authorized Signatory

[Signature Page to Amended and Restated Registration Rights Agreement]

GPC NIV LTD
By:	/s/ Joseph Sealy
	Name:	Mr. Joseph Sealy
	Title:	Director

[Signature Page to Amended and Restated Registration Rights Agreement]

BINO CHACKO
By:	/s/ Bino Chacko
	Name:	Chacko
	Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

OURCROWD INTERNATIONAL INVESTMENT III LP
By:	/s/ Andy Kaye, Anna Vainberg
	Name:	Andy Kaye, Anna Vainberg
	Title:	President & CIO, Vice President Legal

[Signature Page to Amended and Restated Registration Rights Agreement]

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of March 23, 2023 (as the same may hereafter be amended, the “Registration Rights Agreement”), by and among Near Intelligence, Inc., a Delaware corporation (the “Company”), KludeIn Prime LLC, a Delaware limited liability company, and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.

Signature of Stockholder

Print Name of Stockholder

Its:

Address: 

Agreed and Accepted as of
____________, 20__

Near Intelligence, Inc.

By:

Name: 

Its:

EX-10.4

Exhibit 10.4

NOTICE OF WAIVER

This Notice of Waiver, dated as of March 21, 2023, is made by KludeIn I Acquisition Corp., a Delaware corporation (the “Purchaser”).

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 exist, in exchange for the right to receive the Merger Consideration as set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL, and (ii) the Company, as the surviving entity of the First Merger, shall merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (the “Surviving Entity”), 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 Second Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a membership interest of the Surviving Entity, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the LLCA. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

In connection with the Merger Agreement, the Purchaser and certain security holders of the Near (the “Holders”) entered into lock-up agreements, dated as of May 18, 2022 (the “Lock-Up Agreements”), containing transfer and other restrictions on the disposition of the Restricted Securities (as defined in the Lock-Up Agreements) held by such Holder for the Lock-Up Period (as defined in the Lock-Up Agreements) specified therein, subject to certain exceptions.

The Purchaser hereby agrees to offer a one-time waiver of the restrictions under the Lock-Up Agreements with the Holders specified on Exhibit A hereto solely with respect to the number of shares of capital stock of Near held by each such Holder set forth on Exhibit A hereto (the “Released Securities”), which waiver of lock-up restrictions shall be in addition to any waiver of lock-up restrictions previously approved by the Purchaser with respect to any such Holders. The Released Securities also shall include the Restricted Securities into which such Near shares are converted at the Closing pursuant to the terms of the Merger Agreement. The restrictions under the Lock-Up Agreements with such Holders shall no longer apply solely with respect to such Released Securities (and any other shares of capital stock of Near which the Purchaser previously has agreed to release from the restrictions under the Lock-Up Agreements). For the avoidance of doubt, all other Restricted Securities held by such Holders shall remain fully subject to the Lock-Up Agreements in all respects, and the Lock-Up Agreements shall remain unchanged and shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, this Notice of Waiver has been duly executed by the undersigned duly authorized officer of the Purchaser as of the date first above written.

KludeIn I Acquisition Corp.
By:	/s/ Narayan Ramachandran
	Name:	Narayan Ramachandran
	Title:	Chairman of the Board of Directors and Chief Executive Officer

Exhibit A

Released Securities

Name of Holder	Number of Near Shares to be Released from Lock-Up Restrictions*
BINO CHACKO	22
GB-V GROWTH FUND INVESTMENT LIMITED PARTNERSHIP	1,107
TELSTRA VENTURES FUND II, LP	1,852
CISCO SYSTEMS INTERNATIONAL BV	342
OURCROWD INTERNATIONAL INVESTMENT III LP	427
TOTAL NEAR SHARES SUBJECT TO RELEASE:  3,750

* This number represents shares of capital stock of Near held by such Holder as of the date hereof, which shall be converted into a different number of securities of the Purchaser at the Closing pursuant to the terms of the Merger Agreement.

EX-10.5

Exhibit 10.5

WARRANT ASSUMPTION AGREEMENT

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).

Recitals

WHEREAS, Near Pte. Ltd., a company incorporated under the laws of Singapore (“Near SG”), and the Holder entered into that certain Warrant Agreement, dated January 30, 2019, as amended by a Deed of Amendment dated February 25, 2021 (collectively, the “Warrant Agreement”);

WHEREAS, pursuant to the Warrant Agreement, Near SG issued such number of warrants to the Holder (the “Warrants”) to purchase ordinary shares of Near SG, based on a Warrant Coverage Amount equal to the Euro Equivalent of USD2,700,000 divided by the Strike Price (each, as defined in the Warrant Agreement and subject to adjustment as set forth therein), subject to the terms and conditions contained in the Warrant Agreement;

WHEREAS, pursuant to that certain Warrant Assumption Agreement (the “Initial Warrant Assumption Agreement”) dated November 3, 2022 by and between and the Holder and Near Intelligence Holdings Inc., a corporation incorporated under the laws of Delaware (“Near Holdings”), Near Holdings assumed all of the liabilities and obligations of Near SG under the Warrant Agreement and the Warrants;

WHEREAS, in connection with the entry into the Initial Warrant Assumption Agreement, on November 3, 2022, the Holder and Near Holdings agreed to amend and restate the Warrant Agreement (as amended and restated, the “A&R Warrant Agreement”), to, among other things, revise the definition of “Warrant Price” (as set forth in Section 1.1 therein) by a factor of 1,000:1 (i.e. by multiplying the original Warrant Price by 1,000);

WHEREAS, following such amendment and restatement, all of the Warrants are governed by the A&R Warrant Agreement;

WHEREAS, Near Holdings has entered into that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Near Holdings and the other parties thereto;

WHEREAS, pursuant to the Merger Agreement and the transactions contemplated thereby, at the First Effective Time (as defined in the Merger Agreement), each outstanding warrant of Near Holdings shall be assumed by the Company and converted into a corresponding warrant issued by the Company, which assumed warrants shall be exercisable for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), in each case after giving effect to the conversion ratio of 107.66046;

WHEREAS, the Company and the Holder desire to memorialize (a) the terms under which the Warrants have been assumed by the Company and (b) the Holder’s continuing rights under the A&R Warrant Agreement; and

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:

Agreement

1. Adjusted Warrant Terms.

a. The Holder acknowledges and agrees that in connection with the assumption of the Warrants by the Company, the Warrants shall be exercisable for a number of shares of Common Stock of the Company, calculated as follows: (x) the number of shares issuable upon the exercise of the Warrants as calculated pursuant to the terms and in accordance with the formulation set forth in the A&R Warrant Agreement (subject to adjustment as set forth therein), multiplied by (y) the conversion ratio of 107.66046.

2. Affirmation of Obligations.

a. The Company hereby confirms to the Holder that, effective as of the First Effective Time, the Company has fully assumed Near Holdings’ liabilities and obligations under the A&R Warrant Agreement and the Warrants as set forth herein and agrees to faithfully perform, satisfy and discharge when due, such obligations under the A&R Warrant Agreement and the Warrants, including but not limited to the obligation to issue shares of Common Stock upon the exercise by the Holder of the Warrants as set forth herein. The Holder acknowledges and consents to the Company’s assumption of such liabilities and obligations and agrees to, following the First Effective Time, look only to the Company and not to Near Holdings for performance of any term of the A&R Warrant Agreement.

b. The Company and the Holder acknowledge and agree that, subject to the terms of this Agreement, the A&R Warrant Agreement shall continue in full force and effect and that all of Near Holdings’ obligations thereunder shall be valid and enforceable against the Company as of the First Effective Time and shall not be impaired or limited by the execution or effectiveness of this Agreement. The Company shall, within ten (10) days following the First Effective Time, issue an amended and restated Warrant, on substantially the same terms and conditions as the Warrants (the “Replacement Warrant”), except as otherwise provided herein, and in form and substance satisfactory to Holder, reflecting the terms set forth herein. From and after the date of the Replacement Warrant, the terms of the Replacement Warrant shall replace and fully supersede the terms of the A&R Warrant Agreement.

c. As of the First Effective Time, the A&R Warrant Agreement and the Warrants and any matter, claim or dispute arising out of or in connection with the A&R Warrant Agreement and the Warrants, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and the Company waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to the A&R Warrant Agreement and the Warrants.

d. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the A&R Warrant Agreement, or any other document or instrument delivered pursuant to or in connection with it.

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3. Miscellaneous.

a. Payment of Holder’s Legal Fees and Expenses. Company acknowledges and agrees that it will, (i) on the First Effective Date reimburse Holder for, or if so directed by Holder, pay to Holder’s counsel directly, all sums due in payment of Holder’s reasonable and documented legal fees and expenses in connection with the preparation, negotiation and execution of this Agreement, and all other documents being executed and delivered in connection herewith, (ii) on or prior to the date of the Replacement Warrant, reimburse Holder for, or if so directed by Holder, pay to Holder’s counsel directly, without duplication, all sums due in payment of Holder’s reasonable and documented legal fees and expenses in connection with the preparation, negotiation and execution of the Replacement Warrant, and all other documents being executed and delivered in connection therewith.

b. Governing Law. This Agreement and any matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and the Company waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to this Agreement.

c. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.

d. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Agreement, provisions of the A&R Warrant Agreement which are not inconsistent with this Agreement shall remain in full force and effect.

e. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

f. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

g. Amendment. This Agreement may not be amended, except by an instrument in writing signed by each party hereto.

[Signature Page Follows]

3

HARBERT EUROPEAN SPECIALTY
LENDING COMPANY II, S.À.R.L.

(“HOLDER”)

/s/ Johan Kampe /s/ Michael Dripps

Name: Johan Kampe, Michael Dripps

Title: Class A Manager, Class B Manager

NEAR INTELLIGENCE, INC.

 (“COMPANY”)

/s/ Rahul Agarwal

Rahul Agarwal

Chief Financial Officer

EX-10.6

Exhibit 10.6

WAIVER AND WARRANT ASSUMPTION AGREEMENT

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”).

Recitals

WHEREAS, Near Intelligence Holdings Inc. (“Near Holdings”), and the Holder are parties to that certain Warrant to Purchase Corporation Interests, dated as of November 3, 2022 (the “Warrant”), pursuant to which the Holder is entitled to purchase a number of shares of common stock of Near Holdings equal to $730,000 divided by the Warrant Price of $1,050 per share (subject to adjustment as set forth in the Warrant);

WHEREAS, Near Holdings has entered into that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Near Holdings and the other parties thereto;

WHEREAS, pursuant to the Merger Agreement and the transactions contemplated thereby, at the First Effective Time (as defined in the Merger Agreement), each outstanding warrant of Near Holdings shall be assumed by the Company and converted into a corresponding warrant issued by the Company, which assumed warrants shall be exercisable for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), in each case after giving effect to the conversion ratio of 107.66046;

WHEREAS, the Company and the Holder desire to memorialize the terms under which the Warrant has been assumed by the Company and the Holder’s continuing rights under the Warrant; and

WHEREAS, the Holder has agreed to waive its rights pursuant to Section 1.6(c) of the Warrant in connection with the consummation of the transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:

Agreement

1. Adjusted Warrant Terms. The Holder acknowledges and agrees that in connection with the assumption of the Warrant by the Company, the Warrant shall be exercisable for a number of shares of Common Stock of the Company, calculated as follows: (x) $730,000 divided by the Warrant Price of $1,050 per share (subject to adjustment as set forth in the Warrant), multiplied by (y) the conversion ratio of 107.66046.

2. Waiver. Subject to the terms and conditions of this Agreement and solely with respect to the consummation of the transactions contemplated by the Merger Agreement, the Holder agrees to waive its rights pursuant to Section 1.6(c) of the Warrant concerning the treatment of the Warrant in connection with an Acquisition, IPO or de-SPAC Transaction (each as defined in the Warrant); provided that nothing in this Agreement shall constitute a waiver or release of the Holder’s rights under Section 1.6(c) of the Warrant with respect to any future Acquisition, IPO or de-SPAC Transaction (each as defined in the Warrant).

3. Affirmation of Obligations.

a. The Company hereby confirms to the Holder that, effective as of the First Effective Time, the Company has fully assumed Near Holdings’ liabilities and obligations under the Warrant as set forth herein and agrees to faithfully perform, satisfy and discharge when due, such obligations under the Warrant, including but not limited to the obligation to issue shares of Common Stock upon the exercise by the Holder of the Warrant as set forth herein. The Holder acknowledges and consents to the Company’s assumption of such liabilities and obligations and agrees to, following the First Effective Time, look only to the Company and not to Near Holdings for performance of any term of the Warrant.

b. The Company and the Holder acknowledge and agree that, subject to the terms of this Agreement, the Warrant shall continue in full force and effect and that all of Near Holdings’ obligations thereunder shall be valid and enforceable against the Company as of the First Effective Time and shall not be impaired or limited by the execution or effectiveness of this Agreement. The Company shall, within ten (10) days following the First Effective Time, issue an amended and restated Warrant, on substantially the same terms and conditions as the Warrant (the “Replacement Warrant”), except as otherwise provided herein, and in form and substance satisfactory to Holder, reflecting the terms set forth herein. The Holder and the Company agree that in the event of any conflict between this Agreement and the Warrant, the terms of this Agreement shall control and the Warrant shall be deemed amended to the extent necessary to harmonize with this Agreement.

c. As of the First Effective Time, the Warrant and any matter, claim or dispute arising out of or in connection with the Warrant, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and the Company waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to the Warrant.

2

d. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Warrant, or any other document or instrument delivered pursuant to or in connection with it.

4. Miscellaneous.

a. Payment of Holder’s Legal Fees and Expenses. Company acknowledges and agrees that it will, (i) on the First Effective Date reimburse Holder for, or if so directed by Holder, pay to Holder’s counsel directly, all sums due in payment of Holder’s reasonable and documented legal fees and expenses in connection with the preparation, negotiation and execution of this Agreement, and all other documents being executed and delivered in connection herewith, (ii) on or prior to the date of the Replacement Warrant, reimburse Holder for, or if so directed by Holder, pay to Holder’s counsel directly, without duplication, all sums due in payment of Holder’s reasonable and documented legal fees and expenses in connection with the preparation, negotiation and execution of the Replacement Warrant, and all other documents being executed and delivered in connection therewith.

b. Governing Law and Jurisdiction. This Agreement and any matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and the Company waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to this Agreement.

c. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.

d. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Agreement, provisions of the Warrant which are not inconsistent with this Agreement shall remain in full force and effect.

e. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

f. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

g. Amendment. This Agreement may not be amended, except by an instrument in writing signed by each party hereto.

[Signature Page Follows]

3

HARBERT EUROPEAN SPECIALTY LENDING COMPANY II, S.À.R.L.

(“HOLDER”)

/s/ Johan Kampe /s/ Michael Dripps

Name: Johan Kampe, Michael Dripps

Title: Class A Manager, Class B Manager

NEAR INTELLIGENCE, INC.

(“COMPANY”)

/s/ Rahul Agarwal

Rahul Agarwal

Chief Financial Officer

4

EX-10.7

Exhibit 10.7

WAIVER AND WARRANT ASSUMPTION AGREEMENT

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”).

Recitals

WHEREAS, each Holder is a party to an warrant certificate dated as of November 4, 2022 (as set forth on Schedule I hereto) (each such warrant certificate, a “Warrant,” and collectively, the “Warrants”), pursuant to which, such Holder is entitled to purchase such number of shares of the common stock of Near Intelligence Holdings Inc. (“Near Holdings”) as is set forth opposite such Holder’s name on Schedule I hereto under the column labeled “Initial Warrant Shares,” in each case at an exercise price of $0.001 per share;

WHEREAS, Near Holdings has entered into that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Near Holdings and the other parties thereto;

WHEREAS, pursuant to the Merger Agreement and the transactions contemplated thereby, each outstanding warrant of Near Holdings shall be assumed by the Company, which assumed warrants shall be exercisable for shares of the Company’s Class A common stock, par value $0.0001 per share, in each case after giving effect to the conversion ratio of 107.66046;

WHEREAS, the Company and the Holders desire to memorialize the terms under which the Warrants have been assumed by the Company and the continuing rights of each of the Holders under the Warrants; and

WHEREAS, each Holder has agreed to waive its respective rights pursuant to Section 1.5(b) of the Warrants in connection with the consummation of the transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:

Agreement

1. Adjusted Warrant Terms. Each Holder acknowledges and agrees that in connection with the Company’s assumption of the Warrants, the number of shares initially issuable upon exercise of the such Holder’s respective Warrant was adjusted by multiplying such number of shares by the conversion ratio of 107.66046, such that each Warrant is now exercisable for the number of shares of the Company’s Class A common stock, $0.0001 par value (the “Common Stock”) as set forth opposite each Holder’s name on Schedule I hereto under the column labeled “Adjusted Warrant Shares,” in each case, at an exercise price of $0.001 per share of Common Stock.

2. Waiver. Subject to the terms and conditions of this Agreement and solely with respect to the consummation of the transactions contemplated by the Merger Agreement, each Holder agrees to waive its rights pursuant to Section 1.5(b) of its respective Warrant concerning the treatment of such Warrant in connection with an Acquisition (as defined in the Warrant); provided that nothing in this Agreement shall constitute a waiver or release of the rights of any Holder under Section 1.5(b) of the Warrant with respect to any future Acquisition (as defined in the Warrant).

3.Affirmation of Obligations.

a. The Company hereby confirms to the Holders that the Company has fully assumed Near Holdings’ rights and obligations under the Warrants as set forth herein and agrees to faithfully perform, satisfy and discharge when due, such obligations, including the obligations to issue shares of Common Stock upon the exercise of the Warrants as set forth herein. Each Holder acknowledges and consents to the Company’s assumption of such obligations and agrees to look only to the Company and not to Near Holdings for performance of any term of such Holder’s respective Warrant.

b.The Company and each Holder acknowledges and agrees that, subject to the terms of this Agreement, each Warrant shall continue in full force and effect and that all of Near Holdings’ obligations under each Warrant shall be valid and enforceable against the Company as of the Effective Date and shall not be impaired or limited by the execution or effectiveness of this Agreement. The Holder and the Company agree that in the event of any conflict between this Agreement and any Warrant, the terms of this Agreement shall control and such Warrant shall be deemed amended to the extent necessary to harmonize with this Agreement.

c. As of the Effective Date of this Agreement, the rights and obligations arising out the Warrants shall be governed by the Laws of Delaware. The parties hereby waive any objection to the jurisdiction provision governing the terms of the Warrants and this Agreement.

d.Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Warrants, or any other document or instrument delivered pursuant to or in connection with it.

4.Miscellaneous.

a. Governing Law and Jurisdiction. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

b.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.

c. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Agreement, provisions of the Warrants which are not inconsistent with this Agreement shall remain in full force and effect.

d. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

e. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

f. Amendment. This Agreement may not be amended, except by an instrument in writing signed by each party hereto.

[Signature Page Follows]

BLUE TORCH CREDIT OPPORTUNITIES FUND II LP
By: BLUE TORCH CREDIT OPPORTUNITIES GP II LLC, its general partner
By: KPG BTC Management LLC, its sole member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer

BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES MASTER FUND II LP
By: BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES GP II LLC, its general partner
By: KPG BTC Management LLC, its sole member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BLUE TORCH CREDIT OPPORTUNITIES SC MASTER FUND LP
By: BLUE TORCH CREDIT OPPORTUNITIES SC GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BLUE TORCH CREDIT OPPORTUNITIES SBAF FUND LP
By: BLUE TORCH CREDIT OPPORTUNITIES SBAF GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer

BLUE TORCH CREDIT OPPORTUNITIES KRS FUND LP
By: BLUE TORCH CREDIT OPPORTUNITIES KRS GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BLUE TORCH CREDIT OPPORTUNITIES FUND III LP
By: BLUE TORCH CREDIT OPPORTUNITIES GP III LLC, its general partner
By: KPG BTC Management LLC, its sole member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES MASTER FUND III LP
By: BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES GP III LLC, its general partner
By: KPG BTC Management LLC, its managing member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BLUE TORCH CREDIT OPPORTUNITIES UNLEVERED FUND III LP
By: BLUE TORCH CREDIT OPPORTUNITIES GP III LLC, its general partner
By: KPG BTC Management LLC, its managing member
/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
NEAR INTELLIGENCE, INC.
/s/ Rahul Agarwal
Rahul Agarwal
Chief Financial Officer

Schedule I

Holder		Initial Warrant Shares		Adjusted Warrant Shares
1.	Blue Torch Credit Opportunities Fund II LP		2,008		216,182
2.	Blue Torch Offshore Credit Opportunities Master Fund II LP		1,867		201,002
3.	Blue Torch Credit Opportunities SC Master Fund LP		822		88,496
4.	Blue Torch Credit Opportunities SBAF Fund LP		1,438		154,815
5.	Blue Torch Credit Opportunities KRS Fund LP		623		67,072
6.	Blue Torch Credit Opportunities Fund III LP1		1,563		168,273
7.	Blue Torch Offshore Credit Opportunities Master Fund III LP		1,117		120,256
8.	Blue Torch Credit Opportunities Unlevered Fund III LP1		222		23,900

¹ In each case, after giving effect to the transfer of 222 warrants to Blue Torch Credit Opportunities Unlevered Fund III LP by Blue Torch Credit Opportunities Fund III LP, as evidenced by the Notice of Transfer dated March 13, 2023, duly executed by Blue Torch Credit Opportunities Fund III LP and delivered to Near Intelligence Holdings Inc.

EX-10.8

Exhibit 10.8

NEAR INTELLIGENCE, INC.

INDEMNIFICATION AGREEMENT

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”).

WHEREAS, Indemnitee is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification is available; and

WHEREAS, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows:

1. Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Beneficial Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the Company’s then outstanding Voting Securities;

(ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;

(iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board; or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(c) “Claim” means:

(i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or

(ii) any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism.

(d) “Delaware Court” shall have the meaning ascribed to it in Section 9(e) below.

(e) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(f) “Expenses” means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Expense Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof.

(h) “Indemnifiable Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of any other corporation, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”) or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement).

(i) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past three years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements); or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

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(j) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.

(k) “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.

(l) “Standard of Conduct Determination” shall have the meaning ascribed to it in Section 9(b) below.

(m) “Voting Securities” means any securities of the Company that vote generally in the election of directors.

2. Services to the Company. Indemnitee agrees to continue to serve as a director or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is no longer serving in such capacity. This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his or her employment with the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the Company, by the Company’s Constituent Documents or Delaware law. This Agreement shall continue in force after Indemnitee has ceased to serve as a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof.

3. Indemnification. Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness.

4. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 20 days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances), in the form attached hereto as Exhibit A, to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

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5. Indemnification for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 5 shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith.

6. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

7. Notification and Defense of Claims.

(a) Notification of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless such failure materially prejudices the Company.

(b) Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.

8. Procedure Upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Board determines Indemnitee is entitled to indemnification in accordance with Section 9 below.

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9. Determination of Right to Indemnification.

(a) Mandatory Indemnification; Indemnification as a Witness.

(i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.

(ii) To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.

(b) Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

(i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and

(ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 20 days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.

(c) Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination under Section 9(b) shall not have made a determination within 30 days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

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(d) Payment of Indemnification. If, in regard to any Losses:

(i) Indemnitee shall be entitled to indemnification pursuant to Section 9(a);

(ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or

(iii) Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct Determination,

then the Company shall pay to Indemnitee, within five days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

(e) Selection of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9.1(b)(i), the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9.1(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(i), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit, and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard of Conduct Determination shall have been selected within 20 days after the Company gives its initial notice pursuant to the first sentence of this Section 9(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 9(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware (“Delaware Court”) to resolve any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 9(b).

(f) Presumptions and Defenses.

(i) Indemnitee’s Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

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(ii) Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

(iii) No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

(iv) Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.

10. Exclusions from Indemnification.

Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

(a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:

(i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or

(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings;

(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;

(c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

(d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

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11. Settlement of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.

12. Duration. All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter as to an Indemnitee who has ceased to be a director or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

13. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder, and (b) to the extent that any change is made to any Other Indemnity Provision that permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder.

14. Liability Insurance. For the duration of Indemnitee’s service as a director or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

15. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

16. Subrogation. In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by Indemnitee and the Company. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

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18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

19. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Notices.

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:

(a) if to Indemnitee, to the address set forth on the signature page hereto.

(b) if to the Company, to: Near Intelligence, Inc.

Attn: General Counsel

100 W. Walnut St.

Ste. A-4

Pasadena, CA 91124

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

21. Governing Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, CT Corporation, 1209 Orange St, Wilmington, DE 19801 as its agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware and (d) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

22. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

NEAR INTELLIGENCE, INC.

By:

Name:

Title:

INDEMNITEE

Name:

Address:

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EXHIBIT A

FORM OF UNDERTAKING TO REPAY ADVANCEMENT OF EXPENSES

[DATE]

Near Intelligence, Inc.

100 W. Walnut St.

Ste. A-4

Pasadena, CA 91124

Re: Undertaking to Repay Advancement of Expenses.

Dear [ADDRESSEE]:

This undertaking is being provided pursuant to that certain Indemnification Agreement, dated [DATE], by and between Near Intelligence, Inc., a Delaware corporation (the “Company”), and the undersigned as Indemnitee (the “Indemnification Agreement”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement. Pursuant to the Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with Claims relating to Indemnifiable Events.

I have become subject to [DESCRIPTION OF PROCEEDING] (the “Proceeding”) based on [my status as [an officer/[TITLE OF OFFICER]/a director] of the Company/alleged actions or failures to act in my capacity as [an officer/[TITLE OF OFFICER]/a director] of the Company]. This undertaking also constitutes notice to the Company of the Proceeding pursuant to Section 7 of the Indemnification Agreement. The following is a brief description of the current status of the Proceeding:

[DESCRIPTION OF PROCEEDING]

Pursuant to Section 4 of the Indemnification Agreement, the Company can (a) pay such Expenses on my behalf, (b) advance funds in an amount sufficient to pay such Expenses, or (c) reimburse me for such Expenses. Pursuant to Section 4 of the Indemnification Agreement, I hereby request an Expense Advance in connection with the Proceeding. The Expenses for which advances are requested are as follows:

[DESCRIPTION OF EXPENSES]

In connection with the request for Expense Advances set out above, I hereby undertake to repay any amounts paid, advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that I am not entitled to indemnification under the Indemnification Agreement.

This undertaking shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

Very truly yours,

Name:

Title:

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EX-10.9

Exhibit 10.9

NEAR INTELLIGENCE, INC.

_________________________________

2023 EQUITY INCENTIVE PLAN

_________________________________

Article I
PURPOSE

The purpose of this Near Intelligence, Inc. 2023 Equity Incentive Plan is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XV.

Article II
DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1         “Affiliate” means a corporation or other entity controlled by, controlling, or under control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such person, whether through the ownership of voting or other securities, by contract, or otherwise.

2.2         “Applicable Law” means the requirements relating to the administration of equity-based awards and the related shares under U.S. state corporate law, U.S. federal and state securities laws, the rules of any stock exchange or quotation system on which the shares are listed or quoted, and any other applicable laws, including tax laws, of any U.S. or non-U.S. jurisdictions where Awards are, or will be, granted under the Plan.

2.3         “Award” means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Units, Performance Award, Other Stock-Based Award, or Cash Award. All Awards shall be granted by, confirmed by, and subject to the terms of a written or electronic agreement executed by the Company and the Participant.

2.4         “Award Agreement” means the written or electronic agreement, contract, certificate, or other instrument or document evidencing the terms and conditions of an individual Award. Each Award Agreement shall be subject to the terms and conditions of the Plan.

2.5         “Board” means the Board of Directors of the Company.

2.6         “Cash Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.7         “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Service: (a) in the case where there is no employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an Affiliate and the Participant at the relevant time of determination (or where there is such agreement in effect but it does not define “cause” (or words of like import)), any of the Participant’s (i) commission of, indictment for, or plea of guilty or no contest to, a felony (or state law equivalent) or a crime involving dishonesty or moral turpitude or the commission of any other act involving willful malfeasance or breach of fiduciary duty with respect to the Company or an Affiliate; (ii) substantial and repeated failure to perform the Participant’s duties or to follow any lawful directive from the Company or any Affiliate; (iii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iv) fraud, theft, embezzlement, gross negligence, or willful misconduct with respect to the Company or an Affiliate; (v) violation of the Company’s or an Affiliate’s written policies or codes of conduct, including written policies related to discrimination, harassment, retaliation, performance of illegal or unethical activities, or ethical misconduct; or (vi) breach of any agreement with the Company or any Affiliate, including, without limitation, any non-competition, non-solicitation, no-hire, or confidentiality covenant between the Participant and the Company or an Affiliate; or (b) in the case where there is an employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement.

2.8         “Change in Control” means and includes each of the following, unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee:

(a)         any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, excluding for purposes herein, acquisitions pursuant to a Business Combination (as defined below) that does not constitute a Change in Control as defined in Section 2.8(b);

(b)         a merger, reorganization, or consolidation of the Company in which equity securities of the Company are issued (each, a “Business Combination”), other than a merger, reorganization, or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its direct or indirect Parent) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity (or, as applicable, a direct or indirect Parent of the Company or such surviving entity) outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in Section 2.8(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control;

(c)         during the period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board, together with any new director(s) (other than a director (i) designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2.8(a) or 2.8(b) or (ii) whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the two (2) year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(d)         stockholder approval of a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

2.9         “Change in Control Price” means the highest price per Share paid in any transaction related to a Change in Control as determined by the Committee in its discretion.

2.10       “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall also be a reference to any successor provision and any guidance and treasury regulation promulgated thereunder.

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2.11       “Committee” means any committee of the Board duly authorized by the Board to administer the Plan; provided, however, that unless otherwise determined by the Board, the Committee shall consist solely of two (2) or more Qualified Members. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan. The Board may abolish any Committee or re-vest in itself any previously delegated authority from time to time, and will retain the right to exercise the authority of the Committee to the extent consistent with Applicable Law.

2.12       “Common Stock” means the common stock, $0.0001 par value per share, of the Company.

2.13       “Company” means Near Intelligence, Inc., a Delaware corporation, and its successors by operation of law.

2.14       “Consultant” means any natural person who is an advisor or consultant or other service provider to the Company or any of its Affiliates.

2.15       “Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Service, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, provided, however, for purposes of an Incentive Stock Option, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined by the Committee, and the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan in which a Participant participates that is maintained by the Company or any Affiliate.

2.16       “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

2.17       “Effective Date” means the effective date of the Plan as defined in Article XV.

2.18       “Eligible Employees” means each employee of the Company or any of its Affiliates. An employee on a leave of absence may be an Eligible Employee.

2.19       “Eligible Individual” means an Eligible Employee, Non-Employee Director, or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.20       “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

2.21       “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below: (a) the last sales price reported for the Common Stock on the applicable date as reported on the principal national securities exchange in the United States on which it is then traded, or (b) if the Common Stock is not traded, listed, or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a date on which the applicable market is open, the next day that it is open. Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

2.22       “Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8.

2.23       “Incentive Stock Option” means any Stock Option that is awarded to an Eligible Employee who is an employee of the Company, its Subsidiaries, or its Parents (if any) under the Plan and that is intended to be, and designated as, an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.24       “Non-Employee Director” means a director or a member of the Board of the Company who is not an employee of the Company.

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2.25       “Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.26       “Other Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Shares.

2.27       “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.28       “Participant” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.29       “Performance Award” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

2.30       “Performance Goals” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable.

2.31       “Performance Period” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.32       “Plan” means this Near Intelligence, Inc. 2023 Equity Incentive Plan, as amended from time to time.

2.33       “Qualified Member” means a member of the Board who is (a) a “non-employee director” within the meaning of Rule 16b-3(b)(3) and (b) “independent” under the listing standards or rules of the securities exchange upon which the Common Stock is traded, but only to the extent such independence is required to take the action at issue pursuant to such standards or rules.

2.34       “Reference Stock Option” has the meaning set forth in Section 7.1.

2.35       “Restricted Stock” means an Award of Shares under the Plan that is subject to restrictions under Article VIII.

2.36       “Restricted Stock Units” means an unfunded, unsecured right to receive, on the applicable settlement date, one (1) Share or an amount in cash or other consideration determined by the Committee to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

2.37       “Restriction Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.

2.38       “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.39       “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.40       “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

2.41       “Shares” means shares of Common Stock.

2.42       “Stock Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.

2.43       “Stock Option” or “Option” means any option to purchase Shares granted to Eligible Individuals granted pursuant to Article VI.

2.44       “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.45       “Ten Percent Stockholder” means a person owning, as of the applicable date of determination, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.

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2.46       “Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and its Affiliates. Unless otherwise determined by the Committee, (a) if a Participant’s employment or services with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service with the Company and its Affiliates and (b) a Participant employed by, or performing services for, an Affiliate that ceases to be an Affiliate shall also be deemed to have incurred a Termination of Service provided the Participant does not immediately thereafter become an employee of the Company or another Affiliate. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code.

Article III
ADMINISTRATION

3.1         Authority of the Committee. The Plan shall be administered by the Committee. Subject to the terms of the Plan and Applicable Law, the Committee shall have full authority to grant Awards to Eligible Individuals under the Plan. In particular, the Committee shall have the authority to:

(a)         determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(b)         determine the number of Shares to be covered by each Award granted hereunder;

(c)         determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the Shares relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(d)         determine the amount of cash to be covered by each Award granted hereunder;

(e)         determine whether, to what extent, and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;

(f)          determine whether and under what circumstances an Award may be settled in cash, Shares, other property, or a combination of the foregoing;

(g)         determine whether, to what extent, and under what circumstances cash, Shares, or other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant;

(h)         modify, waive, amend, or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, Performance Goals;

(i)          determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(j)          determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of Shares acquired pursuant to the exercise or vesting of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award or Shares; and

(k)         modify, extend, or renew an Award, subject to Article XII and Section 6.3(l).

The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among Eligible Individual who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments to Awards awarded under the Plan, and to enter into non-uniform and selective Award Agreements.

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3.2         Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter, and repeal such administrative rules, guidelines, and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by Applicable Law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements or sub-plans relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special rules, sub-plans, guidelines, and provisions for persons who are residing in or employed in, or subject to, the taxes of any domestic or foreign jurisdictions to satisfy or accommodate applicable foreign laws or to qualify for preferred tax treatment of such domestic or foreign jurisdictions.

3.3         Decisions Final. Any decision, interpretation, or other action made or taken in good faith by or at the direction of the Company, the Board, or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding, and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors, and assigns.

3.4         Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the by-laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by Applicable Law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the by-laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.5         Designation of Consultants/Liability; Delegation of Authority.

(a)         The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by Applicable Law) may grant authority to officers of the Company to grant Awards and/or execute agreements or other documents on behalf of the Committee.

(b)         The Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant, or agent shall be paid by the Company. The Committee, its members, and any person designated pursuant to Section 3.5(a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by Applicable Law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

(c)         The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided that such delegation does not (i) violate Applicable Law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. Upon any such delegation, all references in the Plan to the “Committee,” shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards. The Committee may also appoint agents who are not executive officers of the Company or members of the Board to assist in administering the Plan, provided, however, that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Shares.

3.6         Indemnification. To the maximum extent permitted by Applicable Law and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any of its Affiliates and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s, member’s, or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors, or members or former officers, directors, or members may have under Applicable Law or under the by-laws of the Company or any of its Affiliates. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the Plan.

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Article IV
SHARE LIMITATION

4.1         Shares. The aggregate number of Shares that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 5,895,263 Shares (the “Available Shares”) (subject to any increase or decrease pursuant to this Article IV), which may be either authorized and unissued Shares or Shares held in or acquired for the treasury of the Company or both. On the first day of each calendar year beginning January 1, 2023 and ending January 1, 2032, the Available Shares shall be increased by a number of Shares equal to the lesser of (a) 5% of the aggregate number of Shares outstanding on December 31 of the immediately preceding calendar year and (b) such smaller number of Shares as determined by the Committee (the “Annual Increase”). The aggregate number of Shares that may be issued or used with respect to any Incentive Stock Option shall not exceed the Available Shares as may be cumulatively increased on January 1, 2023 and on each January 1 thereafter ending January 1, 2032 by the lesser of the Annual Increase for such year or 5,895,263 Shares, subject in all cases to adjustment as provided in Section 4.3. The maximum number of Shares subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to that Non-Employee Director during the fiscal year and the value of awards granted to the Non-Employee Director under any other equity compensation plan of the Company during the fiscal year, in each case, for such individual’s service on the Board shall not exceed a total value of $750,000 (calculating the value of any Awards based on the grant date fair value for financial reporting purposes), provided that, for any fiscal year in which a Non-Employee Director (i) first commences service on the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or chairman of the Board, such limit shall be $1,000,000. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. Notwithstanding anything to the contrary contained herein, Shares subject to an Award under the Plan shall again be made available for issuance or delivery under the Plan if such Shares are (A) Shares tendered in payment of an Option, (B) Shares delivered or withheld by the Company to satisfy any tax withholding obligation, (C) Shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award, or (D) Shares subject to an Award (or portion thereof) that expires or is canceled, forfeited, or terminated without issuance of such Shares.

4.2         Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Committee may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its Affiliate (“Substitute Awards”). Substitute Awards may be granted on such terms as the Committee deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the overall share limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grants pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Eligible Employees or Non-Employee Directors prior to such acquisition or combination.

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4.3         Adjustments.

(a)         The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, or preferred or prior preference stock ahead of or affecting the Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate, or (vi) any other corporate act or proceeding.

(b)         Subject to the provisions of Section 11.1:

(i)          If the Company at any time subdivides (by any split, recapitalization, or otherwise) the outstanding Shares into a greater number of Shares, combines (by reverse split, combination, or otherwise) its outstanding Shares into a lesser number of Shares, or effects a separation, spinoff, reorganization, share combination, or extraordinary dividend of cash or other property, then the respective exercise prices for outstanding Awards that provide for a Participant-elected exercise and the number of Shares covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(ii)         Excepting transactions covered by Section 4.3(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding Shares are converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity, then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the exercise or purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii)        If there shall occur any change in the capital structure of the Company other than those covered by Section 4.3(b)(i) or Section 4.3(b)(ii), any conversion, any adjustment, or any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iv)        The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other Company public filing.

(v)         Any such adjustment determined by the Committee pursuant to this Section 4.3(b) shall be final, binding, and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors, and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.3(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.3 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.3.

Article V
ELIGIBILITY

5.1         General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

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5.2         Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees who are employees of the Company, its Subsidiaries, or its Parents (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3         General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant, or Non-Employee Director, as applicable.

Article VI
STOCK OPTIONS

6.1         Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2         Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options; provided, however, that Incentive Stock Options may only be granted to an Eligible Employee who is an employee of the Company, its Subsidiaries, or its Parents (if any). The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3         Terms of Options. Options granted under the Plan shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a)         Exercise Price. The exercise price per Share subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value at the time of grant. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the exercise price per share of Stock for such Option may be less than the Fair Market Value on the date of grant; provided, that, such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.

(b)         Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than ten (10) years (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five (5) years) after the date the Option is granted.

(c)         Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.3, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

(d)         Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.3(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise (which may be electronic) to the Company specifying the number of Shares to be purchased. Such notice shall be accompanied by payment in full of the exercise price (which shall equal the product of such number of Shares to be purchased multiplied by the applicable exercise price). The exercise price for the Stock Options may be paid upon such terms and conditions as shall be established by the Committee and set forth in the applicable Award Agreement. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Stock Options pursuant to which the Company may withhold a number of Shares that otherwise would be issued to the Participant in connection with the exercise of the Stock Option having a Fair Market Value on the date of exercise equal to the exercise price, or that permit the Participant to deliver cash or Shares with a Fair Market Value equal to the exercise price on the date of payment, or through a simultaneous sale through a broker of Shares acquired on exercise, all as permitted by Applicable Law. No Shares shall be issued until payment therefor, as provided herein, has been made or provided for by the Participant.

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(e)         Non-Transferability of Options. No Stock Option shall be transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not transferable pursuant to this Section 6.3(e) is transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any Shares acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement.

(f)          Termination by Death or Disability. Unless otherwise provided in the applicable Award Agreement, or otherwise determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Service may be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of one year from the date of such Termination of Service, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s Termination of Service by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g)         Involuntary Termination Without Cause. Unless otherwise provided in the applicable Award Agreement or otherwise determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Service may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination of Service, but in no event beyond the expiration of the stated term of such Stock Options.

(h)         Voluntary Resignation. Unless otherwise provided in the applicable Award Agreement or otherwise determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is voluntary (other than a voluntary termination described in Section 6.3(i) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Service may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination of Service, but in no event beyond the expiration of the stated term of such Stock Options.

(i)          Termination for Cause. Unless otherwise provided in the applicable Award Agreement or determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service (i) is for Cause or (ii) is a voluntary Termination of Service (as provided in Section 6.3(h)) after the occurrence of an event that would be grounds for a Termination of Service for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon immediately terminate and expire as of the date of such Termination of Service.

(j)          Unvested Stock Options. Unless otherwise provided in the applicable Award Agreement or determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination of Service for any reason shall terminate and expire as of the date of such Termination of Service.

(k)         Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary, or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary, or any Parent at all times from the time an Incentive Stock Option is granted until three (3) months prior to the date of exercise thereof (or such other period as required by Applicable Law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

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(l)          Modification, Extension, and Renewal of Stock Options. The Committee may (i) modify, extend, or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant’s consent and provided, further, that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Article IV), unless such action is approved by the stockholders of the Company.

(m)        Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the Shares underlying the Non-Qualified Stock Option exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

Article VII
STOCK APPRECIATION RIGHTS

7.1         Stock Appreciation Rights. Stock Appreciation Rights may be granted alone (“Free Standing Stock Appreciation Right”) or in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.

7.2         Terms of Stock Appreciation Rights. Stock Appreciation Rights granted under the Plan shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a)         Exercise Price. The exercise price per Share subject to a Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per Share exercise price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value at the time of grant, and provided, further, that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than the per share exercise price of the Reference Stock Option. Notwithstanding the foregoing, in the case of a Stock Appreciation Right that is a Substitute Award, the exercise price per share of Stock for such Stock Appreciation Right may be less than the Fair Market Value on the date of grant; provided, that, such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.

(b)         Term. The term of each Free Standing Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than ten (10) years after the date the right is granted. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of Shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination of the Reference Stock Option causes, the number of Shares covered by the Tandem Stock Appreciation Right to exceed the number of Shares remaining available and unexercised under the Reference Stock Option.

(c)         Exercisability. Unless otherwise provided by the Committee, Free Standing Stock Appreciation Rights granted under the Plan shall be exercised at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in terms of any Award Agreement upon the occurrence of a specified event. A Tandem Stock Appreciation Right shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.3(c).

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(d)         Method of Exercise. Subject to whatever installment and waiting period provisions applied under Section 6.3(c), to the extent vested, a Free Standing Stock Appreciation Right may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by given written notice of exercise (which may be electronic) to the Company specifying the number of Stock Appreciation Rights being exercised. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options that have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised.

(e)         Payment. Upon the exercise of a Free Standing Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one Share on the date that the right is exercised over the Fair Market Value of one Share on the date that the right was awarded to the Participant. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one Share over the Stock Option exercise price per Share specified in the Reference Stock Option Award Agreement multiplied by the number of Shares in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(f)          Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of Shares to be issued under the Plan.

(g)         Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination of Service for any reason, Free Standing Stock Appreciation Rights may remain exercisable following a Participant’s Termination of Service on the same basis as Stock Options would be exercisable following a Participant’s Termination of Service in accordance with the provisions of Sections 6.3(f) through 6.3(j).

(h)         Non-Transferability. Free Standing Stock Appreciation Rights shall not be transferable by the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant. Tandem Stock Appreciation Rights shall be transferable only when and to the extent that the underlying Stock Option would be transferable under Section 6.3(e) of the Plan.

(i)          Modification, Extension, and Renewal of Stock Appreciation Rights. The Committee may (i) modify, extend, or renew outstanding Stock Appreciation Rights granted under the Plan (provided that the rights of a Participant are not reduced without such Participant’s consent and provided, further, that such action does not subject the Stock Appreciation Rights to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Appreciation Rights (to the extent not theretofore exercised) and authorize the granting of new Stock Appreciation Rights in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Stock Appreciation Right may not be modified to reduce the exercise price thereof nor may a new Stock Appreciation Right at a lower price be substituted for a surrendered Stock Appreciation Right (other than adjustments or substitutions in accordance with Article IV), unless such action is approved by the stockholders of the Company.

(j)          Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the Shares underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

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Article VIII
RESTRICTED STOCK; RESTRICTED STOCK UNITS

8.1         Awards of Restricted Stock and Restricted Stock Units. Shares of Restricted Stock and Restricted Stock Units may be granted alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals to whom, and the time or times at which, grants of Restricted Stock and/or Restricted Stock Units shall be made, the number of shares of Restricted Stock or Restricted Stock Units to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. The Committee shall determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan, including any vesting or forfeiture conditions during the applicable restriction period. The Committee may condition the grant or vesting of Restricted Stock and Restricted Stock Units upon the attainment of specified performance targets (including the Performance Goals) or such other factor as the Committee may determine in its sole discretion.

8.2         Awards and Certificates. Restricted Stock and Restricted Stock Units granted under the Plan shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a)         Restricted Stock:

(i)          Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. The purchase price for shares of Restricted Stock may be zero to the extent permitted by Applicable Law, and, to the extent not so permitted, such purchase price may not be less than par value.

(ii)         Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by Applicable Law, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(iii)        Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.

(iv)        Rights as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.2(a) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of Shares, including, without limitation, the right to receive dividends, the right to vote such Shares, and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares; provided that the Award Agreement shall specify on what terms and conditions the applicable Participant shall be entitled to dividends payable on the shares of Restricted Stock.

(v)         Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such Shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by Applicable Law or other limitations imposed by the Committee.

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(b)         Restricted Stock Units:

(i)          Settlement. The Committee may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practical after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A of the Code.

(ii)         Right as a Stockholder. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until Shares are delivered in settlement of the Restricted Stock Units.

(iii)        Dividend Equivalents. If the Committee so provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares, and may be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.

8.3         Restrictions and Conditions.

(a)         Restriction Period:

(i)          The Participant shall not be permitted to transfer shares of Restricted Stock awarded under the Plan or vest in Restricted Stock Units during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the applicable Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the Restricted Stock and/or Restricted Stock Units. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii), and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award or Restricted Stock Unit and/or waive the deferral limitations for all or any part of any Award.

(ii)         If the grant of shares of Restricted Stock or Restricted Stock Units or the lapse of restrictions or vesting schedule is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage applicable to each Participant or class of Participants in the applicable Award Agreement prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions), and other similar types of events or circumstances.

(b)         Termination. Unless otherwise provided in the applicable Award Agreement or determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, upon a Participant’s Termination of Service for any reason during the relevant Restriction Period, all Restricted Stock or Restricted Stock Units still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

Article IX
PERFORMANCE AWARDS

9.1         Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals either alone or in addition to other Awards granted under the Plan. The Performance Goals to be achieved during the Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The conditions for grant or vesting and the other provisions of Performance Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement.

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Article X
OTHER STOCK-BASED AND CASH AWARDS

10.1       Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, including but not limited to, Shares awarded purely as a bonus and not subject to restrictions or conditions, Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company, stock equivalent units, and Awards valued by reference to book value of Shares. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals to whom, and the time or times at which, such Awards shall be made, the number of Shares to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Shares under such Awards upon the completion of a specified Performance Period. The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion.

10.2       Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a)         Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Shares subject to Awards made under this Article X may not be transferred prior to the date on which the Shares are issued or, if later, the date on which any applicable restriction, performance, or deferral period lapses.

(b)         Dividends. Unless otherwise determined by the Committee at the time of the grant of an Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or Dividend Equivalents in respect of the number of Shares covered by the Award.

(c)         Vesting. Any Award under this Article X and any Shares covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d)         Price. Shares under this Article X may be issued for no cash consideration. Shares purchased pursuant to a purchase right awarded under this Article X shall be priced as determined by the Committee in its sole discretion.

10.3            Cash Awards. The Committee may from time to time grant Cash Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by Applicable Law, as it shall determine in its sole discretion. Cash Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of a Cash Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

Article XI
CHANGE IN CONTROL PROVISIONS

11.1       Benefits. In the event of a Change in Control, and except as otherwise provided by the Committee in an Award Agreement, a Participant’s Awards shall be treated as determined by the Committee, including, but not limited to, in accordance with one or more of the following methods:

(a)         Awards, whether or not then vested, shall be continued, be assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Shares on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

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(b)         The Committee, in its sole discretion, may provide for the cancellation of Awards for an amount of cash equal to the excess (if any) of the Change in Control Price of the Shares covered by such Awards, over the aggregate exercise price of such Awards (to the extent applicable); provided, however, that if the exercise price of an Option or Stock Appreciation Right exceeds the Change in Control Price, such Award may be cancelled for no consideration.

(c)         The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant-elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d)         Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions of an Award at any time.

Article XII
TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of the Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any Applicable Law), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by Applicable Law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension, or termination may not be materially impaired without the consent of such Participant and, provided, further, that without the approval of the holders of the Shares entitled to vote in accordance with Applicable Law, no amendment may be made that would (a) increase the aggregate number of Shares that may be issued under the Plan (except by operation of Article IV); (b) change the classification of individuals eligible to receive Awards under the Plan; (c) reduce the exercise price of any Stock Option or Stock Appreciation Right; (d) grant a new Stock Option, Stock Appreciation Right, or other Award in substitution for, or upon the cancellation of, any previously granted Stock Option or Stock Appreciation Right that has the effect of reducing the exercise price thereof; (e) exchange any Stock Option or Stock Appreciation Right for Common Stock, cash, or other consideration when the exercise price per Share under such Stock Option or Stock Appreciation Right exceeds the Fair Market Value of a Share; or (f) take any other action that would be considered a “repricing” of a Stock Option or Stock Appreciation Right under the applicable listing standards of the national exchange on which the Common Stock is listed (if any). Notwithstanding anything herein to the contrary, the Board or the Committee may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with Applicable Law, including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall materially impair the rights of any holder without the holder’s consent.

Article XIII
UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which is not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

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Article XIV
GENERAL PROVISIONS

14.1       Legend. The Committee may require each person receiving Shares pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the Shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, and any Applicable Law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If the Shares are held in book-entry form, then the book-entry will indicate any restrictions on such Shares.

14.2       Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

14.3       No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Award hereunder shall give any Participant or other employee, Consultant, or Non-Employee Director any right with respect to continuance of employment, consultancy, or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy, or directorship at any time.

14.4       Withholding of Taxes. A Participant shall be required to pay to the Company or one of its Affiliates, as applicable, or make arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of an Award. The Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to satisfy all or any portion of the applicable taxes that are required to be withheld with respect to an Award by (a) the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such withholding liability (or portion thereof); (b) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, a number of Shares with an aggregate Fair Market Value equal to the amount of such withholding liability using the minimum statutory withholding rates (or such other rate as may be approved by the Committee so long as such withholding does not result in adverse treatment for financial accounting purposes); or (c) by any other means specified in the applicable Award Agreement or otherwise determined by the Committee.

14.5       Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Awards, or other securities or property shall be used or paid in lieu of fractional Shares or whether any fractional shares should be rounded, forfeited, or otherwise eliminated.

14.6       No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner, and any attempt to transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

14.7       Clawback Provisions. All Awards (including any proceeds, gains, or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company clawback policy adopted by the Board or the Committee prior to, on, or after the Effective Date, including any clawback policy adopted to comply with Applicable Law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such clawback policy or the Award Agreement.

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14.8       Listing and Other Conditions.

(a)         Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of Shares pursuant to an Award shall be conditioned upon such Shares being listed on such exchange or system. The Company shall have no obligation to issue such Shares unless and until such Shares are so listed, and the right to exercise any Option or other Award with respect to such Shares shall be suspended until such listing has been effected.

(b)         If at any time counsel to the Company shall be of the opinion that any sale or delivery of Shares pursuant to an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under Applicable Law, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Shares or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c)         Upon termination of any period of suspension under this Section 14.8, any Award affected by such suspension that shall not then have expired or terminated shall be reinstated as to all Shares available before such suspension and as to Shares that would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d)         A Participant shall be required to supply the Company with certificates, representations, and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent, or approval the Company deems necessary or appropriate.

14.9       Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

14.10     Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

14.11     Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates or affect any benefit or compensation under any other plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.12     Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Shares pursuant to Awards hereunder.

14.13     No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

14.14          Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.15     Section 16(b) of the Exchange Act. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in this Section 14.15, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

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14.16     Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of Shares or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares, or other consideration so deferred, and such other terms, conditions, rules, and procedures that the Committee deems advisable for the administration of any such deferral program.

14.17     Section 409A of the Code. The Plan and Awards are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary, or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with or be exempt from Section 409A of the Code and, to the extent such provision cannot be amended to comply therewith or be exempt therefrom, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall, to the extent necessary to avoid taxation under Section 409A of the Code, be delayed for the first six months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period. Notwithstanding any contrary provision of the Plan or any Award Agreement, any payment of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code ) that may be made in installments shall be treated as a right to receive a series of separate and distinct payments.

14.18     Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator, or trustee of such estate.

14.19     Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

14.20     Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

Article XV
EFFECTIVE DATE OF PLAN

The Plan was approved by the Board on February 13, 2023 and shall become effective on March 20, 2023, subject to the approval of the Plan by the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware.

Article XVI
TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the 10^th anniversary of the earlier of the date that the Plan is adopted or the date of stockholder approval, but Awards granted prior to such 10^th anniversary may extend beyond that date.

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EX-10.11

Exhibit 10.11

*** 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.

CONTRACT FOR THE PROVISION OF SERVICES

BETWEEN THE UNDERSIGNED:

Intermarché Alimentaire International, a simplified joint-stock company, having its registered office at 24 rue Auguste Chabrières, 75015 Paris Cedex 15, registered under the unique identification number 341 192 227 in the Evry Trade and Companies Register, mandated by Publicis Media France, a simplified joint-stock company, having its registered office at 17/19 rue Breguet, 75011 Paris, registered under the unique identification number 421 326 042 in the Paris Trade and Companies Register, represented by Galienne de Tournemire, acting in her capacity as Business Director, duly authorised to sign this document,

Hereinafter, the “Client”

ON THE ONE HAND,

AND

Near Intelligence, a simplified joint-stock company with share capital of €61,650.88, whose registered office is at 39, rue Godot de Mauroy, 75009 Paris, registered in the Paris Trade and Companies Register under number 805 138 153, represented by Rahul Agarwal in his capacity as CEO, duly authorised for the purposes hereof,

Hereinafter, the “Provider”

ON THE OTHER HAND.

Hereinafter referred to individually as the “Party” and jointly as the “Parties”.

WHEREAS:

Near (hereinafter the “Provider”) offers a targeted marketing campaign distribution platform (hereinafter the “Drive to Store Platform”) to generate traffic in the Client’s points of sale by distributing advertising (hereinafter the “Advertisements”) to targeted persons using digital terminals (hereinafter the “Users”), and by measuring the number of visits to these points of sale. This Drive to Store Platform is based on a technology that makes it possible to offer customised operations for each point of sale, to adapt the distribution to the catchment area of each point of sale of the Client, and to target affinity users with its brand.

The Provider purchases advertising inventories from publishers (hereinafter the “Publishers”) with a view to the distribution of these Advertisements on the Publishers’ media to the Users referred to in the Campaign (hereinafter the “Media”).

The Client wishes to use the Provider’s Drive to Store Platform in order to carry out marketing operations, local or national, to support sales events or to put the catalogue on digital format.

The Parties have therefore come together to define in this contract (hereinafter the “Contract”) the terms and conditions under which the Provider will make the Drive to Store Platform available to the Client.

IT IS AGREED AS FOLLOWS:

Article 1 – Purpose of the Contract

The purpose of the Contract is to determine the conditions under which the Provider makes its Drive to Store Platform available to the Client.

For each operation, the Client will send an Insertion Order to the Provider, with the different characteristics of the operation and in particular the Campaign Plan (***, ***, ***, ***, ***, etc.)

Article 2 – Provider’s obligations

2.1 Obligation of Platform provision

The Provider undertakes to distribute and deliver the campaigns ordered by the Client, in accordance with the Campaign plan determined in the insertion order (***, ***, ***, etc.)

The Provider undertakes to provide the Client with the results of the Drive to Store Campaigns as well as the measurement of the number of visits to the points of sale, carried out by an independent partner.

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The Client guarantees the Provider (a) that the Media comply with all applicable laws, regulations and regulations and do not contain any pornographic, defamatory, violent, hateful, racist, obscene or illegal content; (b) that it holds all the rights, consents and licenses to disseminate the Campaigns on the Media; and (c) that the Media do not infringe the image rights or infringe the intellectual property rights of any third party. In the event that the Client informs the Provider that the Drive to Store Campaigns are broadcast on such a media medium, the Provider agrees to make every effort to proceed to the immediate withdrawal of the Advertisements on this Media, will not invoice these Campaigns and will proceed to the insertion of the number of Drive to Store Campaigns impacted on appropriate Media. The Provider undertakes to indemnify the Client against any recourse by third parties relating to the broadcasting of an Advertisement on such a Support.

The Provider undertakes to defend the Client at its sole expense against any claim, suit, legal action or proceeding brought by third parties, and to indemnify the Client against all damages, payments, defaults, fines, judgements, transactions, liabilities, losses, costs and costs (including, but not limited to, compensation for reasonable attorneys’ fees, and other costs, penalties, interest, costs and disbursements), which the Client is liable to third parties, as a result of (a) any breach of the Provider’s representations and warranties or (b) the violation of any third party’s intellectual property rights by the Provider.

Article 3 – Obligations of the Client

The Client undertakes to defend the Provider at its sole expense against any claim, suit, legal action or proceeding brought by third parties, and to indemnify the Provider against all damages, payments, defaults, fines, judgements, transactions, liabilities, losses, costs and costs (including, but not limited to, compensation for reasonable attorneys’ fees, and other costs, penalties, interest, costs and disbursements), which the Provider is liable to third parties, as a result of any breach of the contractual obligations of the Client.

Article 4 – Rates and remuneration

4.1 Rates and invoicing of the Platform

The cost of providing the Platform for the duration of this contract is ***.

In particular, this amount gives entitlement to *** in media credit, according to the pricing schedule defined in Annex 1. From the moment that the amounts invested in media by the Client over the year exceed ***, the additional media will be invoiced according to the pricing grid defined in Annex 1. The amount not spent in media credit will be billed as of 31 December.

The Client is free to spend its credits as it wishes between the different products and operations.

In the event that the Client has not used all of its media credits on 31 December, it will have a period of 45 consecutive days to use the balance, from 1st January 2024.

4.2 Terms and conditions of payment

The amounts will be invoiced by the Provider at the end of each campaign, according to the ***. Invoice must be paid within 30 days.

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4.3 Late payment interest and recovery costs

In accordance with Article L441-6 of the French Commercial Code, any sum not paid on the payment date appearing on the invoice will give rise, as of right and without a reminder from the Provider being necessary, to the payment of late payment interest due from the day following this same date and until its full payment on the basis of three times the statutory interest rate and a fixed charge for recovery costs of forty euro (€40), as well as the reimbursement of any recovery costs incurred by the Media Company in the amount of the costs justified by it.

Article 5 – Term and termination of the Contract

The Contract takes effect from 1st January 2023 until 1st January 2024.

The Contract will be renewed by tacit agreement.

The Contract may be terminated by both Parties by written notice, subject to thirty (30) days’ notice before the end of each commitment year.

Article 6 – Representations and warranties

The Parties guarantee that they have duly completed all the formalities necessary for the exercise of their activity, and comply with all the obligations incumbent upon them under the regulations in force, and in particular their fiscal and social obligations.

The Provider warrants that the Drive to Store Platform does not contravene any regulations in force, nor any rights of third parties (including intellectual property rights).

The Provider assumes full responsibility for the provision of the Drive to Store Platform.

The liability of each Party may only be incurred in the event of direct damage resulting from a fault committed by one of the Parties in the performance of its obligations under the Contract.

Article 7 – Intellectual Property

The Client grants the Provider a right to use and reproduce its trademark and distinctive signs for the performance of the Contract.

The Client warrants the Provider against any recourse and/or actions that may be exercised against it by third parties likely to claim any right whatsoever over the brand, the distinctive signs and/or the logo of the Client and its use by the Provider under the conditions defined in the Contract.

The Contract does not confer on either Party any property or exclusivity over the trademarks, distinctive signs and names held by the other Party. It is in no way comparable to a trademark license within the meaning of the French legislation applicable to this type of contract.

Article 8 – Confidentiality

Each Party undertakes, throughout the term of the Contract and for a period of 5 years after the end of the contractual relationship, for any reason whatsoever, not to disclose to a third party, free of charge or against payment, in any form whatsoever, without the prior written consent of the other Party, the terms of the Contract, the information, documents or data made available to it by the other Party or obtained during the performance of the Contract, concerning in particular its activities, its commercial, advertising or financial policy, its management or organisational plans, its computer applications, its technical and technological means, unless such disclosure is required by law or the regulations or for the purposes of legal proceedings.

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Article 9 – Personal data

In the context of the provision of the Drive to Store Platform, the Provider processes data from Users in order to ensure the dissemination of the Campaigns in accordance with the campaign plan defined by the Client.

As data controller, the Provider undertakes to process the personal data necessary in the context of the performance of the Service in accordance with national and European legal and regulatory obligations in the field of the protection of personal data provided in particular by the General Regulation on the Protection of Personal Data of 27 April 2016 (hereinafter “GDPR”), Law no. 78-17 “Data Protection and Data Protection” of 6 January 1978 as amended, its decrees adopted for its application and the deliberations taken by CNIL (the French Data Protection Authority).

In particular, the Provider undertakes to:

- ensure the security of the processing and to implement all appropriate technical and organisational measures to maintain the integrity, availability and confidentiality of Users’ personal data;

- respect the rights of Users and in particular, their right of access, opposition, rectification and deletion of personal data concerning them.

The Provider shall be liable in the event of non-compliance with the regulations relating to personal data, it shall guarantee and indemnify the Client (including legal fees and attorneys’ fees) against any action, claim or request brought by an authority or a third party following any breach by the Provider under the terms of this Article.

Article 10 – Force majeure

Neither the Provider nor the Client incur any liability hereunder in the absence of delivery or in the absence of dissemination of the advertisements due to an event of force majeure.

For the purposes hereof will be, in particular and without this list being exhaustive, considered as cases of force majeure: wars, invasions, rebellions, civil wars, natural disasters, degradation or transmission failures of a technical system for broadcasting communications belonging to a third party or occurring due to a third party, and in general any external, unforeseeable and irresistible event, usually considered as such by the French Court of Cassation.

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Article 11 – Assignment

Any change of direct or indirect control of the Provider shall be treated as an assignment of its obligations under the Contract.

Article 12 – Waiver

The fact that one of the Parties delays in exercising or refrains in whole or in part from exercising any right, power or privilege arising hereunder shall not constitute a waiver of that right, power or privilege, preventing any further exercise of that right, power or privilege.

A waiver to invoke the existence or the total or partial violation of any of the clauses of this Contract shall have effect only if expressed in writing signed by the person duly authorised to do so. Such waiver shall not constitute a modification or deletion of the relevant clause or a waiver to invoke previous, concurrent or subsequent breaches of the relevant clause or other clauses.

Article 13 – Entirety

13.1 The Contract cancels and supersedes all proposals, agreements, written or verbal commitments relating to the same subject and which are prior to its signature date.

13.2 The Parties acknowledge that the Contract constitutes the entirety of their agreement relating to the purpose of the Contract.

13.3 The preamble and the Annexes to this Contract form an integral part thereof and have the same contractual value.

13.4 Any modification of the Contract must be recorded in writing in the form of an amendment to the Contract signed by the persons duly authorised by each Party.

Article 14 – Headings

The headings placed at the head of the articles and paragraphs of the Contract are intended exclusively to facilitate the organisation of the text of said articles and paragraphs, and no interpretation of the Contract or its content may be inferred from these. In the event of difficulties in interpretation between any of the headings of the articles and any of the articles, the headings will be declared non-existent.

Article 15 – Independence of the clauses

The fact that a provision or a clause hereof proves to be illegal or unenforceable does not have the effect of cancelling the present; only the provision or the clause at issue will be considered null and void and will be replaced by a valid provision of equivalent legal and economic effect, which the Parties undertake to negotiate in good faith, and as the Parties would have agreed had they known the illegality, nullity or unenforceability of the said provision.

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Article 16 – Applicable law and jurisdiction

This Contract is subject to French law. Any dispute that may arise between the Parties concerning the validity of the interpretation and/or performance hereof shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris.

Signed in Paris
On 17/02/2023

In two (2) original copies, one for each Party.

The Provider	The Client
Represented by Rahul Agarwal, President, duly authorised for this purpose,	Represented by Galienne de Tournemire, Business Director, duly authorised for this purpose

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*** 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.

Annex 1: Pricing conditions

The media inventory is proposed according to the following price list and retroactively to 1st January 2023:

These rates are subject to the application of Kairos measurement and optimisation fees of ***% maximum.

1. For Drive to Store Campaigns (national and local)

Format	*** (***)
Interstitial	***
Insert	***
Banner	***
Web insert	***
Web banner	***
Vertical banner	***

The Provider will offer ***% free inventory for each campaign. This free inventory will be attributed directly to each campaign.

These amounts include all Services performed in connection with the provision of the Drive to Store Platform: Targeting, creation of visuals, management of operations, performance measurement by a trusted third party, provision of end-of-campaign reports.

2. For prospectus transactions

Prospectus transactions are marketed in the form of an audience package.

The Provider will apply a guaranteed cost/contact of €*** to all audience packages marketed.

The packages referenced to date are:

Contacts	Retail chain	Cost of the package in € ex. VAT per point of sale
8,000	Netto	***
10,000	Intermarché	***
15,000	Netto	***
18,000	Intermarché	***
20,000	Netto	***
2,000	Intermarché	***
25,000	Netto	***
35,000	Intermarché	***
55,000	Intermarché	***

If the Client wishes to create a new package, its price will be defined by the following formula: Number of guaranteed contacts x €***

The Provider receives 21 days before the launch of operations the list of participating points of sale and the pack ordered, making it possible to determine the number of credits used for the launch of the campaign.

The list of points of sale can be adjusted up to 5 days before the start of operations. After this period, each point of sale having subscribed to the operation will be invoiced.

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EX-10.12

Exhibit 10.12

 

*** 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.

NEAR PLATFORM USAGE AGREEMENT

This Near Platform Usage Agreement (“Agreement”), is entered into as of 1^st 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.

The T&C’s set forth the terms of use of Allspark (defined below) and *** (defined below). By executing this Agreement, Customer represents that its authorised signatory has the authority to bind the Customer to the T&C’s. The Customer’s access to and use of Allspark and *** constitutes the Customer’s irrevocable acceptance to the T&C’s, which establishes a contractual relationship between the Company and the Customer. The T&C’s expressly supersede any oral or written prior agreements or arrangements between the Company and the Customer.

1. DEFINITIONS

“Allspark” means a mobile-first audience cloud powered, proprietary data management and analytics platform that allows its customers to leverage multiple streams of data (including location, behavioral, demographic, interest and third party data) by permitting them to curate audience, target audience in real-time, in and around hand-picked locations, track exposure to store visits and attribution for conversion tracking and provides real-time insights and heat maps of curated and standard off-the-shelf audience.

“AudienceCard” means selection of different segments of the Company Data, by the Customer, to build an audience segment in Allspark.

 

“Customer” means the customer defined above and includes its assignees, affiliates, agents, successors and legal representatives.

“Company Data” means the aggregated and analyzed data, derived as an output from Allspark, specifically for the Customer. The Company Data includes aggregated and analyzed consumer locations without use of GPS along with user behavior and context to build audiences/segments.

“***” means Near’s attribution and measurement platform.

“DMP” means a Data Management Platform, which is a platform used to store and analyse Device IDs or other hashed Device IDs or cookies or some kind of identifiers, to allow the clients to better understand the data. DMP platform is usually connected and interacts with DSP.

“DSP” means a Demand Side Platform, which is a programmatic platform used to define buying criteria and which facilities the serving of digital advertising onto publisher and mobile sites, apps.

“***” means Near’s in-house DSP.

“Marketing Material(s)” means creative, artwork, copy, or active URLs of advertisement provided or approved by the Customer to the Company for providing marketing solution.

“Places” means place segments used in building a custom AudienceCard in Allspark.

“Services” means providing access to Allspark for (i) creating AudienceCard and (ii) running queries and displaying Marketing Materials through ***. A detailed description of the Services and the agreed SLAs have been included under Addendum 1 of this Agreement.

“***” means the platform that interfaces with the Publisher Platform to enable the Company to serve/display Marketing Materials on the Publisher Platform.

“***” means the ***, ***, and their *** and ***.

(Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Terms of Use)

2. ***

The *** agrees to appoint the *** as the *** for *** advertising products, including Allspark, *** and *** in the *** of *** and ***. *** acknowledges that the *** will be restricted to *** and no other use-case of *** product. As part of this arrangement, the *** agrees to pay Fee set out in Exhibit A (Fees).

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3. USAGE AND RESTRICTIONS

Subject to compliance with the T&C’s and payment of applicable fees by Customer, the Company hereby grants the Customer a license to use the Allspark, ***, and *** for the Services described herein (the “License”) on the following terms: (a) the License is for the terms specified in this Agreement and for duration of the Term only; (b) the License is non-revocable except as otherwise provided in Section 5 of this Agreement or the provisions of the Terms of Use; and (c) the License is non-transferable. All rights not expressly granted herein are reserved by the Company and its licensors. The Company may create a *** of Allspark for the specific use of the Customer with the Customer’s *** and collaterals upon mutual consent of the parties. The list of *** for which Allspark will be made available to the Customer includes *** and ***. Further *** may be added with mutual consent of both parties and upon agreement of the commercial terms for such additional ***.

The Company Data is based upon data which is provided by third parties, the accuracy and/or completeness of which would not be possible and/or economically viable for Company to guarantee. Services also involve models and techniques based on aggregate statistical analysis, probability and predictive behaviour. Company is therefore not liable for any inaccuracy, incompleteness or other error in the Services and any failure of the Company Data to achieve any particular result for the Customer.

4. FEES & PAYMENTS

The Company will invoice the Customer, in arrears, for usage of Allspark and *** on a monthly basis (“Fee(s)”). Invoices for Fee(s) will be sent to the Customer every month, in arrears. Invoices will be sent to Customer’s email address provided by the Customer. Payment shall be made in full within ninety (90) days of the date of invoice.

All Fee(s) above are exclusive of any indirect taxes and the Customer shall be solely responsible for paying all applicable taxes which may be levied or assessed in connection with the Services provided under this Agreement. To the extent that Customer is required to withhold any applicable taxes (including income tax) in connection with this Agreement, the Customer will gross up the payment owed to the Company such that Company shall receive the same amount as if such taxes had not applied. Each party is responsible for their own income taxes.

In the event audience data segments are sold through a third party, for example a DSP or DMP, wherein monies are paid directly to the Company as the supplier, the Company must reconcile and pay any net fees directly to the Customer.

5. TERM & TERMINATION

The T&C’s will commence on the Effective Date and shall be valid for a period of 2 (two) years from the Effective Date (“Initial Term”). The T&C’s will automatically renew for successive periods of 1 (one) year each (“Renewal Term”) unless either party provides the other party with written notice of at least 180 (one-hundred and eighty) days’ prior to the expiry of the Initial Term or subsequent Renewal Term, that this Agreement shall not be renewed. During the Term, either party may terminate this Agreement with six (6) months prior written notice to the other party. The Initial Term and the Renewal Term shall hereinafter be collectively referred to as the “Term”.

This Agreement may be terminated by the Company or the Customer in the event of a material breach of this Agreement by the other party, and such material breach continuing for a period of ten (10) days after written notice to the breaching party of such breach. Under such circumstances, the Customer will not owe future fees from such date.

At any point during the Initial Term, if the Customer terminates this agreement for any reason, the Customer will be liable to pay a fixed fees equivalent to USD 250,000 for each remaining month from the date of termination till the end of the Initial Term. For example, if the agreement is terminated on 30-June-2023 and the Initial Term ends on 31-Dec-2024, the Customer will be liable to pay USD 250,000 per month for the remaining 18 months of the agreement resulting in a terminate fee payment of USD 4,500,000. If the Customer elects to terminate, the Customer can choose to pay a one-time fee of USD 4,000,000 instead of the USD 250,000 monthly payments.

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6. OTHER TERMS AND CONDITIONS

(a) SLA: The Company will provide a minimum service level as mutually agreed between the parties. If the SLA is not met at any time during the term of the Agreement, the Customer will have the option to terminate the Agreement immediately.

(b) Ownership: By signing this Agreement, the Customer irrevocably acknowledges that the Customer has no ownership interest in the Company Data and Services. Subject to any limitations associated with intellectual property rights of third parties, the Company shall own all right, title, and interest in Company Data and Services, data developed in the performance of the Services (including such derivative works so developed under this Agreement jointly with any client or partner or solely by the Company). The Customer will own data which has been imported and stored by the Customer and then enriched or modified by the Company.

(c) Confidentiality and Non-Disparagement: Each Party agrees to keep the terms and conditions of this Agreement confidential to the extent allowed by law. Each Party also agrees to keep confidential any and all discussions, communications and documents relating to the issues and negotiations that led to this Agreement and the underlying facts, allegations, documents and communications related to any claims made during the negotiation of the Agreement and any previous Agreement. Each Party further agrees not to talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the other Party. Each Party agrees to refrain from any disparagement, defamation, libel, or slander of any of the terms of the Agreement, and agrees to refrain from any tortious interference with the contracts. Customer agrees not to disparage the Company, and the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputations or personal reputations. Likewise, the Company agrees to direct its officers and directors not to disparage the Customer in any manner likely to be harmful to its personal or business reputations or relationships.

IN WITNESS WHEREOF, the parties hereto have understood, agreed to and caused this Agreement to be executed in duplicate originals by their duly authorized representatives as of the latest date of signature by the parties.

NEAR NORTH AMERICA INC.		CUSTOMER
/s/ Anil Mathews		/s/ Kenneth Harlan
Name:	Anil Mathews	Name:	Kenneth Harlan
Title:	Founder & CEO	Title:	Founder & CEO

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EXHIBIT A

FEES

The Customer shall pay the Company the following Fee(s) for access to and use of the Allspark platform and running campaigns through ***. The Fees may only be changed or increased during the Term with the written consent of both Customer and Company.

Particulars	Details	Preferred Rate for the Customer (***)
Annual Minimum Fees	Amount of *** which the Customer will be running through Allspark, *** and ***	***
Monthly Variable Fees	Additional Usage Fees	● *** for spends on the platform between *** per month; or ● *** for spends on the platform between *** per month; or ● *** for spends on the platform above ***

The annual minimum fees commitment of *** will include service fees relating to:

● Unlimited access to the Allspark platform giving access to unlimited Places and Audience Cards (valued worth ***)

● Service Fees for running marketing and insights engagements on Near’s platform as agreed mutually between the parties from time to time

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APPENDIX A

NEAR PLATFORM TERMS OF USE

***

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EX-10.15

Exhibit 10.15

CONSENT AND AMENDMENT NO. 2 TO FINANCING AGREEMENT

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).

WHEREAS, reference is made to that certain Financing Agreement, dated as of November 4, 2022 (as amended by that certain Consent and Amendment No. 1 to Financing Agreement, dated as of December 27, 2022, and as may be further amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 2 Effective Date (as defined below), the “Existing Financing Agreement”), by, among others, the Borrower, the Guarantors party thereto, the Lenders from time to time party thereto and Blue Torch, as Administrative Agent and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent” and, together with the Administrative Agent, each an “Agent” and collectively, the “Agents”) (the Existing Financing Agreement, as amended by this Consent and Amendment, the “Financing Agreement”).

WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders make certain amendments to the Existing Financing Agreement, and the parties hereto have agreed to the requested amendments on the terms and conditions set forth herein;

WHEREAS, the undersigned Lenders, constituting the Required Lenders, approve and instruct the Administrative Agent to enter into this Consent and Amendment;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Existing Financing Agreement and this Consent and Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Consent and Amendment. Effective as of the Amendment No. 2 Effective Date (as defined below) immediately prior to the effectiveness of the De-SPAC Mergers, and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof:

(a) Junior Capital. Sub-clause 5(i) of Schedule 5.03 of the Existing Financing Agreement is hereby amended and restated in its entirety to read as follows:

(i) (x) On or prior to March 31, 2023, the De-SPAC Mergers shall have been consummated in accordance with the De-SPAC Documents in all material respects and the pre- money enterprise value of the De-SPAC Parent shall be at least $575,000,000, and

(y) (A) on or prior to March 31, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion), the sum of

(1) Net Cash Proceeds of Subordinated Indebtedness obtained by the Loan Parties,

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(2) Net Cash Proceeds obtained by the Loan Parties from the issuance of Equity Interests of the Borrower (or its direct or indirect parent companies) (such Net Cash Proceeds received in connection with the foregoing clauses (1) and (2), the “Junior Capital”),

(3) cash and Cash Equivalents from the Trust Account (as defined in the De-SPAC Merger Agreement) after giving effect to the completion and payment of the Redemption (as defined in the De-SPAC Merger Agreement),

in each case of clauses (1) through (3), received by the Borrower after the Amendment No. 2 Effective Date shall be at least $8,000,000 in the aggregate,

(B) on or prior to March 31, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion), the Borrower shall have received commitments constituting Junior Capital in an amount sufficient to provide the Borrower with Net Cash Proceeds of at least $8,500,000 in the aggregate (the “Committed Junior Investments”), which shall be pursuant to documentation (including in respect of conditionality) in form and substance reasonably satisfactory to the Administrative Agent, and

(C) on or prior to April 15, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion), the Committed Junior Investments shall have been funded with Net Cash Proceeds of at least $8,500,000 and such proceeds thereof shall have been received by the Borrower; or

(b) Additional Covenants. Section 7.02 of the Existing Financing Agreement is hereby amended to add the following new clauses (s) and (t) immediately following clause (r) thereof:

(s) pay any fees and expenses in connection with the De-SPAC Transactions (including, without limitation, those fees and expenses agreed to by the Administrative Agent prior to the Amendment No. 2 Effective Date) (such fees and expenses, the “De-SPAC Expenses”) in an aggregate amount exceeding $2,000,000 until the Borrower has received the Net Cash Proceeds of at least $20,000,000 from Junior Capital and, after giving effect to payment of all such fees and expenses, pro forma Liquidity is at least $32,000,000 (such pro forma Liquidity test, the “Liquidity Condition”) and, thereafter, only such amounts as previously agreed by the Administrative Agent prior to the Amendment No. 2 Effective Date; provided, that, for the avoidance of doubt, De-SPAC Expenses shall exclude

(i) the legal fees and expenses of Sidley Austin, LLP in an amount not to exceed the amount previously agreed by the Administrative Agent,

(ii) amounts due and payable pursuant to the Administrative Agent or Lenders under any Loan Documents (including in respect of counsel to the Administrative Agent and Lenders) and

(iii) the fees and expenses of Union Square Advisors, in accordance, with that certain engagement letter, dated March 13, 2023, as in effect as of the Amendment No. 2 Effective Date and provided to the Administrative Agent.

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(t) fail to retain an operational advisor identified by the Administrative Agent to the Borrower prior to the Amendment No. 2 Effective Date (or such other advisor that is acceptable to the Administrative Agent) by April 7, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion) on terms reasonably acceptable to the Administrative Agent.

(c) Additional Conditions to Withdrawals. Section 2.14(b) of the Existing Financing Agreement is hereby amended to add the following new clause (viii) immediately following clause (vii) thereof:

(viii) Junior Capital and Liquidity. In respect of additional withdrawals of the Specified Proceeds after the Amendment No. 2 Effective Date, (A) the Borrower shall have received not less than $20,000,000 in Net Cash Proceeds from Junior Capital raised after the Amendment No. 2 Effective Date and (B) the Liquidity Condition shall be satisfied on a pro forma basis (including, for avoidance of doubt, net of the payment of any then-outstanding De-SPAC Expenses (but giving pro forma effect to the proceeds of such withdrawal)).

(d) Liquidity. Section 7.03(e) of the Existing Financing Agreement is hereby amended and restated in its entirety to read as follows:

(e) Liquidity.

(i) On and after April 1, 2023 and until April 14, 2023, permit Liquidity of Topco and its Subsidiaries to be less than the sum of (x) $10,000,000 and (y) the aggregate then-outstanding DB/Harbert Deferred Payment Amount.

(ii) On and after April 15, 2023 and until April 30, 2023, permit Liquidity of Topco and its Subsidiaries to be less than the sum of (x) $15,000,000 and (y) the aggregate then-outstanding DB/Harbert Deferred Payment Amount.

(iii) On and after May 1, 2023 at any time, permit Liquidity of Topco and its Subsidiaries to be less than the sum of (x) $20,000,000 and (y) the aggregate then- outstanding DB/Harbert Deferred Payment Amount.

(e) Financial Statements.

(i) The deadline to deliver the financial statements required under Section 7.01(a)(ii) (and, for the avoidance of doubt, the corresponding deliverables under Section 7.01(a)(iv)) of the Existing Financing Agreement for the fiscal quarter ending March 31, 2023 shall be extended to May 30, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion).

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(f) Notices. Section 12.01(a) of the Existing Financing Agreement is hereby amended to replace the notice addresses set forth therein in their entirety to read as follows:

if to the Borrower or any other Loan Party, to it at the following address:

c/o Near Intelligence LLC

100 W. Walnut Street, 4th Floor
Pasadena, California 91124

Attention: Chief Executive Officer and Chief Financial Officer
Email: anil@near.com and rahul@near.com

Telephone: (626) 889-7680

Telecopier: (626) 889-7685

if to the Administrative Agent or the Collateral Agent, to it at the following address:

Blue Torch Finance LLC
c/o Blue Torch Capital LP

150 East 58th Street, 39^th Floor

New York, New York 10155

Email: BlueTorchAgency@alterdomus.com

with a copy to:

SEI – Blue Torch Capital Loan Ops 1

Freedom Valley Drive

Oaks, Pennsylvania 19456

Telecopier: (469) 709-1839

Email: bluetorch.loanops@seic.com

(g) Additional Defined Terms. Section 1.01 of the Existing Financing Agreement is hereby amended to include the following additional defined terms to be inserted in the appropriate place to maintain alphabetical order of all defined terms therein.

“Amendment No. 2” means that certain Consent and Amendment No. 2 to Financing Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Administrative Agent, the Loan Parties party thereto, and the Lenders party thereto.

“Amendment No. 2 Effective Date” has the meaning specified therefor in Amendment No. 2.

(h) Other Defined Terms. Section 1.01 of the Existing Financing Agreement is hereby amended to amend and restate the following definitions:

“Liquidity” means the amount of Qualified Cash on-hand of the Loan Parties; provided that for the avoidance of doubt, the De-SPAC Expenses (unless and until paid) shall not reduce Liquidity (including by virtue of any cash and Cash Equivalents that would otherwise constitute Qualified Cash being deemed “restricted” cash and Cash Equivalents due to being earmarked for payment of such De-SPAC Expenses).

“Loans” means the Term Loan made by the Administrative Agent or the Lenders to the Borrower pursuant to Article II hereof (including any capitalized amounts thereon pursuant to Amendment No. 2).

“Term Loan” means, collectively, the loans made by the Term Loan Lenders to the Borrower on the Effective Date pursuant to Section 2.01(a)(ii) (including any capitalized amounts thereon pursuant to Amendment No. 2).

(i) The foregoing consent set forth in Section 1 should be construed as a one-time consent, and shall apply only to the matters expressly set forth in Section 1.

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Section 2. Conditions Precedent to Consent and Amendment.

This Consent and Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) when each of the following conditions in this Section 2 have been satisfied (or waived) by the Administrative Agent:

(a) Execution. The Administrative Agent shall have received a copy of this Agreement, duly executed by each of the parties hereto.

(b) Representations and Warranties. The representations and warranties in Section 3 hereof shall be true and correct to the extent required thereunder.

(c) Fees. The fees and expenses of the Administrative Agent (including the Amendment No. 2 Fees and fees and expenses of legal counsel to the Administrative Agent) and of Sidley Austin LLP shall have been paid.

Section 3. Conditions Subsequent to Consent and Amendment.

(a) Within ten (10) Business Days after the Amendment No. 2 Effective Date (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion), the Loan Parties shall deliver such supplements (including supplemental disclosure schedules) to the Loan Documents, as well as any other certificates, instruments and documents related thereto or entered into in connection therewith, in each case, as may be reasonably requested by the Agents to reflect the joinder of De-SPAC Parent as a Loan Party and to reflect the assumption by Merger Sub 2 of the obligations as Borrower under the Loan Documents.

(b) Within thirty (30) days after the Amendment No. 2 Effective Date (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion), the Collateral Agent and the Loan Parties shall enter into such amendments or supplements to the Collateral Documents governed under the laws of a jurisdiction other than the United States, as well as any other related certificates, instruments and documents related thereto or entered into in connection therewith, in each case, as may be reasonably requested by the Collateral Agent to reflect the increase in Indebtedness and the other amendments effected pursuant to this Consent and Amendment.

(c) Notwithstanding anything in this Consent and Amendment, the Financing Agreement or the other Loan Documents to the contrary, (i) the failure by the Loan Parties to perform or cause to be performed the foregoing conditions subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) no representation, warranty or covenant in this Consent and Amendment, the Financing Agreement or the other Loan Documents shall be deemed to have been breached as a result of such conditions subsequent not having been satisfied, for the period from the Amendment No. 2 Effective Date until the date on which such conditions subsequent are required to be fulfilled pursuant to this Section 3, in each case, under this paragraph, after giving effect to any extension by the Administrative Agent contemplated hereunder.

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Section 4. Representations and Warranties.

Each of the Loan Parties hereby represents and warrants that, as of the Amendment No. 2 Effective Date immediately after giving effect to this Consent and Amendment (subject to the last paragraph set forth in Section 3 above):

(a) the representations and warranties of each Loan Party in the other Loan Documents are true and correct in all material respects as of the Amendment No. 2 Effective Date as though made on and as of such date, except to the extent any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date) (except that such materiality qualifiers shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification); and

(b) no Default or Event of Default has occurred and is continuing.

Section 5. Fees.

(a) Amendment No. 2 Fees. The Borrower automatically shall have been deemed to pay, to the Administrative Agent, for the ratable benefit of each Lender, a one-time closing fee (the “Amendment No. 2 Fee”) in an aggregate amount equal to $2,000,000. The Amendment No. 2 Fee (i) is earned and immediately due and payable on the date hereof and (ii) without any further action by any party, be automatically paid-in-kind, be capitalized on the outstanding principal of the Loans and be payable as part of the outstanding principal amount of the Loans immediately in effect prior to the date hereof.

(b) Deferred Amendment No. 2 Fees.

(i) If (A) as of May 20, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by the Administrative Agent in its sole discretion), the Borrower fails to obtain Net Cash Proceeds of at least $20,000,000 from Junior Capital raised after the Amendment No. 2 Effective Date and the Liquidity Condition has not been satisfied on a pro forma basis (including, for avoidance of doubt, net of the payment of any then-outstanding De-SPAC Expenses (but giving pro forma effect to the permitted withdrawal of any Specified Proceeds)) or (B) a Specified Event of Default, an Event of Default pursuant to Section 5.03 in respect of sub-clause (i) of Schedule 5.03 (as amended hereby), or an Event of Default pursuant to Section 9.01(c) in respect of Section 7.03(s) or (t) occurs (clauses (A) or (B), the “Deferred Fee Trigger Events”), the Borrower shall pay or cause to be paid, to the Administrative Agent, for the ratable benefit of the Lenders, a deferred consent fee in an aggregate amount equal to $5,000,000 (the “Deferred Consent Fee”). The Deferred Consent Fee (X) is earned as of the date hereof and (Y) upon the occurrence of a Deferred Trigger Event, (1) shall immediately and automatically become due and payable and (2) without further action by any party, be automatically paid-in-kind, be capitalized on the outstanding principal amount of the Loans immediately in effect prior to the Deferred Fee Trigger Event and be payable as part of the outstanding principal amount of the Loans immediate in effect prior to such Deferred Fee Trigger Event.

(ii) Any Deferred Consent Fee payable in accordance with this Section 5(b)(i) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the Deferred Fee Trigger Events and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.

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(iii) The Loan Parties expressly agree that: (A) the Deferred Consent Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Deferred Consent Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Deferred Consent Fee; (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (E) their agreement to pay the Deferred Consent Fee is a material inducement to Lenders to provide the consents set forth in Amendment No. 2, and (F) the Deferred Consent Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Deferred Fee Trigger Event.

Section 6. Ratification and Reaffirmation.

(a) The terms and provisions set forth in this Consent and Amendment shall modify and supersede all inconsistent terms and provisions of the Existing Financing Agreement and each other Loan Document. Except as expressly modified and superseded by this Consent and Amendment, the terms and provisions of the Existing Financing Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Financing Agreement or any other Loan Document in similar or different circumstances.

(b) Each Loan Party party hereto expressly acknowledges that (i) all of its obligations under the Financing Agreement, Collateral Documents and other Loan Documents to which it is a party are hereby reaffirmed and remain in full force and effect on a continuous basis and (ii) its grant of security interest pursuant to the Collateral Documents is hereby reaffirmed and remains in full force and effect after giving effect to this Consent and Amendment.

Section 7. Loan Document. This Consent and Amendment is a “Loan Document” under the Financing Agreement.

Section 8. Governing Law. THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 9. Counterparts. Section 12.08 of the Existing Financing Agreement (Counterparts) is hereby incorporated by this reference, mutatis mutandis.

[Signature Pages Follow]

7 

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed as of the date first above written.

BORROWER:
NEAR INTELLIGENCE HOLDINGS INC.
By:	/s/ Rahul Agarwal
Name:	Rahul Agarwal
Title:	Chief Financial Officer and Treasurer
GUARANTORS:
NEAR NORTH AMERICA, INC.
By:	/s/ John Faieta
Name:	John Faieta
Title:	Chief Financial Officer and Treasurer
EXECUTED
For and on behalf of
NEAR INTELLIGENCE PTE. LTD.
By:	/s/ Rahul Agarwal
Name:	Rahul Agarwal
Title:	Director

Signature Page to Consent and Amendment No. 2 to Financing Agreement

BLUE TORCH FINANCE LLC,
as Administrative Agent
By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Authorized Signatory

Signature Page to Consent and Amendment No. 2 to Financing Agreement

LENDERS:

BTC Holdings SBAF Fund LLC

By: Blue Torch Credit Opportunities SBAF Fund LP,
its sole member

By: Blue Torch Credit Opportunities SBAF GP LLC,
its general partner

By: KPG BTC Management LLC, its sole member

By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Authorized Signatory

Blue Torch Credit Opportunities Fund III LP

By: Blue Torch Credit Opportunities GP III LLC, its general partner

By: KPG BTC Management LLC, its sole member

By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Authorized Signatory

Signature Page to Consent and Amendment No. 2 to Financing Agreement

LENDERS:

BTC Holdings Fund II LLC

By: Blue Torch Credit Opportunities Fund II LP,
its sole member

By: Blue Torch Credit Opportunities GP II LLC,
its general partner

By: KPG BTC Management LLC, its sole member

By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Authorized Signatory

BTC HOLDINGS KRS FUND LLC

By: Blue Torch Credit Opportunities KRS Fund LP,
its sole member

By: Blue Torch Credit Opportunities KRS GP LLC,
its general partner

By: KPG BTC Management LLC, its sole member

By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Authorized Signatory

Signature Page to Consent and Amendment No. 2 to Financing Agreement

EX-10.17

Exhibit 10.17

OMNIBUS FEE AMENDMENT AGREEMENT

March 22, 2023

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.

RECITALS

WHEREAS, on or about the date hereof, the Company will consummate a business combination with the Target, pursuant to the Merger Agreement, dated as of May 18, 2022, as amended to date, by and among the Company, the Target and the other parties thereto (the “Business Combination”).

WHEREAS, pursuant to the Common Stock Purchase Agreement between the Company and CFPI, dated as of May 18, 2022 (the “Purchase Agreement”), the Company previously agreed to pay to CFPI an aggregate of $2,000,000 in Commitment Shares (the “Commitment Fee”) on or prior to the Commencement Date. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Purchase Agreement.

WHEREAS, on May 18, 2022, in connection with entering into the Purchase Agreement, the Company also entered into a Registration Rights Agreement with CFPI (the “Registration Rights Agreement”), pursuant to which, the Company agreed to register the resale of the Registrable Securities (as defined therein), upon the terms and subject to the conditions set forth therein.

WHEREAS, pursuant to the letter agreement between the Company and CF&CO, dated as of September 16, 2021 (the “Engagement Letter”), the Company previously agreed to pay to CF&CO a certain non-refundable cash fee upon the closing of the Financing and the Target Business Combination (as such terms are defined in the Engagement Letter).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Target, on the one hand, and CF&CO and CFPI, on the other hand, hereby agree as follows:

1. The Company hereby agrees to pay CFPI, in lieu of the Commitment Fee otherwise payable to CFPI in Commitment Shares pursuant to the Purchase Agreement, a non-refundable cash fee equal to $2,000,000 (the “Cash Fee”), payable on or prior to May 31, 2023.

2. CF&CO hereby agrees to accept, in lieu of the cash fee otherwise payable to it set forth in Section 3(a) of the Engagement Letter (the “Advisory Cash Fee”), the number of shares (the “Advisory Fee Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”) equal to the greater of (i) 600,000 shares of Common Stock and (ii) the quotient obtained by dividing (x) $6,000,000 by (y) the VWAP of the Common Stock over the five trading days immediately preceding the date of the initial filing of the Registration Statement covering the resale of the Advisory Fee Shares, as described below; provided, however, that the amount set forth in clause (y) shall not be less than $2.06.

3. The Company shall deliver the Advisory Fee Shares by irrevocable instruction from the Company to its duly appointed transfer agent no later than thirty (30) days following the date of the closing of the Business Combination (the “Closing”). All Advisory Fee Shares shall be validly issued, fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such Advisory Fee Shares (other than any restrictions that may arise due to applicable securities laws).

4. The Company hereby agrees it shall prepare and, as soon as practicable, but in no case greater than thirty (30) days after the Closing, file with the Commission an initial Registration Statement on Form S-1 (or any successor form) to register the resale of the Advisory Fee Shares by CF&CO (or its affiliates) under the Securities Act, and shall use its best efforts to have it declared effective by the Commission (i) by the 60th calendar day after the date of filing thereof, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed by the Commission or (ii) by the 90th calendar day after the date of filing thereof, if such Registration Statement is subject to review by the Commission, to the same extent and subject to the same terms and conditions, for all intents and purposes, as “Registrable Securities” within the meaning of the Registration Rights Agreement, mutatis mutandis, as if they were Registrable Securities (the “Registration Rights Obligation”). As such, all references to the “Commitment Shares” in the Registration Rights Agreement shall be deemed to refer instead to the Advisory Fee Shares.

5. If the Business Combination does not directly or indirectly provide for the assumption by the surviving entity of the Business Combination (the “Surviving Entity”) of the Company’s obligations hereunder, the Company shall ensure that such Surviving Entity agrees to execute and deliver to CFPI and CF&CO a joinder agreement, in form and substance reasonably satisfactory to CFPI and CF&CO, pursuant to which such Surviving Entity shall join this Agreement as a signatory and a party and thus to be subject to all of the terms and conditions set forth herein. In addition, in connection with the Business Combination, the Company will, and will cause such Surviving Entity to, comply with the obligations and covenants of the Company set forth in this Agreement.

6. For a period of twenty-four (24) months after the date hereof, CF&CO shall have the right, but not the obligation, to act as (i) a managing underwriter or placement agent for any financing by on behalf of the Company (or the Surviving Entity, if not the Company) involving the primary or secondary offering or sale of public equity securities of the Company (or Surviving Entity, if not the Company), including, without limitation, a private placement of public equity securities (but, for the avoidance of doubt, CF&CO will have no rights hereunder with respect to any debt securities, including, without limitation, convertible debt securities, offered or sold by or on behalf of the Company (or the Surviving Entity, if not the Company)), and to receive at least 50% of the aggregate gross spread or fees from any such financing, and (ii) a financial advisor to the Company (or Surviving Entity, if not the Company), in the event of any potential acquisition, disposition or other extraordinary corporate transaction involving the Company (or Surviving Entity, if not the Company), or any of its assets, securities or businesses, whether by way of purchase or sale of securities or assets, merger, consolidation, reorganization or otherwise, and to receive at least 50% of the aggregate fees and other economics paid to financial advisors in such transaction, in each case, on terms and conditions (including receipt of internal committee approvals) customary for global investment banks (and agreed by CF&CO and the Company or the Surviving Entity, as applicable, acting in good faith) for similar transactions, which terms and conditions will be embodied in one or more separate written agreements. It is acknowledged and agreed with respect to any transaction subject to this Section 7 that is subject to the rules of the Financial Industry Regulatory Authority (“FINRA”) and that the Company’s obligations to pay fees in an amount customary for such a transaction will meet any restrictions imposed by FINRA.

7. Each of the Company and the Target, on the one hand, and CF&CO and CFPI, on the other hand, will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the agreements set forth herein. All obligations set forth herein shall survive any termination of this Agreement.

Sections 10.2, 10.4, 10.5, 10.6, 10.9, 10.11 and 10.13 of the Purchase Agreement are hereby incorporated into this letter agreement. Except as expressly set forth herein, the provisions of the Purchase Agreement and the Engagement Letter are not amended and remain in full force and effect.

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized signatory as of the date first set forth above.

KLUDEIN I ACQUISITION CORP.		CANTOR FITZGERALD & CO.
By:	/s/ Narayan Ramachandran	By:	/s/ Sage Kelly
Name:	Narayan Ramachandran	Name:	Sage Kelly
Title:	Chairman & CEO	Title:
NEAR INTELLIGENCE HOLDINGS INC.		CF PRINCIPAL INVESTMENTS LLC
By:	/s/ Rahul Agarwal	By:	/s/ Mark Kaplan
Name:	Rahul Agarwal	Name:	Mark Kaplan
Title:	CFO	Title:	Global Chief Operating Officer

[Signature page to Omnibus Fee Amendment Agreement]

3

EX-10.18

Exhibit 10.18

BTIG, LLC

65 E. 55th Street

New York, New York, 10022

March 22, 2023

KludeIn I Acquisition Corp.

1096 Keeler Avenue

Berkeley, California 94708

Attn: Narayan Ramachandran, Chief Executive Officer

Re: Amendment to Underwriting Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Underwriting Agreement, dated as of January 6, 2021 (the “Underwriting Agreement”), by and between KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as representative of the several underwriters thereunder (the “Representative”). Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings given to such terms in the Underwriting Agreement.

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”).

In contemplation of the Near Transaction, the Company and the Representative hereby agree to as follows, effective and conditioned upon the consummation of the Near Transaction.

NOW, THEREFORE, in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, on one hand, and the Representative, on the other hand, hereby agree as follows:

1. Deferred Compensation Shares.

(a) Notwithstanding Section 1.3 or any other term or provision of the Underwriting Agreement, the Representative hereby agrees to accept, in lieu of the cash Deferred Underwriting Commission payable to it pursuant to the Underwriting Agreement, the number of shares (the “Deferred Compensation Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) equal to the greater of (i) 301,875 shares of Common Stock and (ii) the quotient obtained by dividing (x) $3,018,750 by (y) the VWAP of the Common Stock over the five trading days immediately preceding the date of the initial filing of the Registration Statement covering the resale of the Deferred Compensation Shares, as described below, provided that clause (y) shall not be less than $2.06. The Deferred Compensation Shares shall be issuable as described below.

(b) The Company shall deliver the Deferred Compensation Shares by irrevocable instruction from the Company to its duly appointed transfer agent no later than thirty (30) days following the date of the closing of the Near Transaction (the “Closing”). The Deferred Compensation Shares shall be issued directly to the Representative and I-Bankers Securities, Inc. pursuant to a written instruction letter executed by the Representative and delivered to the Company. The Company hereby represents and warrants that: (i) all Deferred Compensation Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Letter Agreement, shall be validly issued, fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such Deferred Compensation Shares (other than any restrictions that may arise due to applicable securities laws), (ii) this Letter Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies generally, (iii) neither the execution and delivery of this Letter Agreement by the Company nor the performance by the Company of its obligations hereunder will violate or conflict with any law or order or agreement to which the Company is party, and (iv) no consent, approval or authorization of, or notice to, any person or governmental authority is required in connection with the execution and delivery of the Company of this Letter Agreement or the consummation of the transactions contemplated by this Letter Agreement.

2. Registration Rights.

(a) The Company agrees that, within thirty (30) calendar days after the Closing (the “Filing Deadline”), the Company shall file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Deferred Compensation Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective with respect to the Deferred Compensation Shares until the earlier of (i) two years from the issuance of the Deferred Compensation Shares, (ii) the date on which the Representative ceases to hold the Deferred Compensation Shares covered by such Registration Statement, or (iii) on the first date on which the Representative can sell all of its Deferred Compensation Shares (or shares received in exchange therefor) under Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), without limitation as to the manner of sale or the amount of such securities that may be sold. The Representative agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Deferred Compensation Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Deferred Compensation Shares in the Registration Statement are contingent upon the Representative furnishing in writing to the Company such information regarding the Representative, the securities of the Company held by the Representative and the intended method of disposition of the Deferred Compensation Shares as shall be reasonably requested by the Company to effect the registration of the Deferred Compensation Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the Commission prevents the Company from including any or all of the Deferred Compensation Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable stockholders or otherwise, (i) such Registration Statement shall register for resale such number of Company securities which is equal to the maximum number of Company securities as is permitted by the Commission and (ii) the number of Company securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Deferred Compensation Shares under Rule 415 under the Securities Act, the Company shall file a new Registration Statement to register such Deferred Compensation Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 2. The Company shall provide a draft of the Registration Statement to the Representative for review reasonably in advance of filing the Registration Statement. In no event shall the Representative be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that the Representative be identified as a statutory underwriter in the Registration Statement, the Representative shall have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline shall not otherwise relieve the Company of its obligations to file the Registration Statement or effect the registration of the Deferred Compensation Shares set forth in this Section 2. For as long as the Representative holds the Deferred Compensation Shares issued pursuant to this Letter Agreement, the Company shall (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the Commission required under the Exchange Act, as long as the Company remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable the Representative to resell the Deferred Compensation Shares pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to the Representative), as applicable.

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(b) The Company shall, at its sole expense, advise the Representative within five (5) business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Deferred Compensation Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Letter Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Deferred Compensation Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The Company may delay filing or suspend the use of any such registration statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company may not delay or suspend the Registration Statement on more than two (2) occasions or for more than ninety (90) consecutive calendar days, or more than one hundred fifty (150) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Representative agrees that it shall (i) immediately discontinue offers and sales of the Deferred Compensation Shares under the Registration Statement until the Representative receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by applicable law. If so directed by the Company, the Representative shall deliver to the Company or destroy all copies of the prospectus covering the Deferred Compensation Shares in the Representative’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Deferred Compensation Shares shall not apply to (i) the extent the Representative is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

(d) Notwithstanding the registration obligations set forth herein, in the event the Company has registered Deferred Compensation Shares pursuant to this Letter Agreement and has registered securities of the Company pursuant to that certain Amended and Restated Registration Rights Agreement, dated as of the date of the closing of the Near Transaction, by and among the Company and the other parties thereto (the “A&R Registration Statement”), and the Company or the underwriter determines that the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without being likely to have a material adverse effect on the Company or the offering of securities as then contemplated (including a material adverse effect on the price at which it is proposed to sell the securities), then the number of securities that may be registered in such registration shall be allocated first, to the holders of the registrable securities party to the A&R Registration Rights Agreement, allocated in accordance with the terms thereof, (ii) second, to the holders of the Deferred Compensation Shares included in such registration, and (iii) third, to any securities being sold for the account of the Company or by any other stockholders the Company may determine to allow to participate in a registration. If, as a result of this Section 2(d), all of the Deferred Compensation Shares have not been registered in the registration referred to in this Section 2(d), then the Company shall file an additional registration statement pursuant to Section 2(a) to register any remaining Deferred Compensation Shares (to the extent that the Deferred Compensation Shares are not able to be sold under Rule 144 at the time of the registration referred to in this Section 2(d)).

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(e) From and after the Closing, the Company agrees to indemnify and hold the Representative, each person, if any, who controls the Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Representative within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which the Representative effects or executes the resale of any Deferred Compensation Shares (collectively, the “Representative Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Representative Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Deferred Compensation Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by the Representative for use therein. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned).

(f) From and after the Closing, the Representative agrees to, severally and not jointly with any other selling stockholders using the applicable registration statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any and all Losses incurred by the Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Deferred Compensation Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by the Representative expressly for use therein. In no event shall the liability of the Representative hereunder be greater in amount than the dollar amount of the net proceeds received by the Representative upon the sale of the Deferred Compensation Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, the Representative’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Representative (which consent shall not be unreasonably withheld, delayed or conditioned).

3. Section 3.15 of Underwriting Agreement. The parties acknowledge and agree that, pursuant to Section 3.15 of the Underwriting Agreement, the Company’s management has determined to allocate 50% of the Deferred Underwriting Commission to Cantor Fitzgerald & Co. (or its affiliates) for serving as a financial advisor that has been assisting the Company in consummating the Business Combination. For the avoidance of doubt, except as specifically set forth herein, the Representative shall not be entitled to any further payment, in cash or in kind, in respect of the Deferred Underwriting Commission.

4. Miscellaneous. The terms of this Letter Agreement shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Underwriting Agreement. Except as expressly provided in this Letter Agreement, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Letter Agreement does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Underwriting Agreement, or any other right, remedy, power or privilege of any party to the Underwriting Agreement, except as expressly set forth herein. Any reference to the Underwriting Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by this Letter Agreement (or as the Underwriting Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). If applicable, the Company shall cause its obligations under this Letter Agreement to be assumed by the ultimate surviving public company of the Near Transaction promptly upon the Closing to the extent that such obligations do not transfer automatically upon such Closing.

[Remainder of page intentionally left blank. Signature page follows.]

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Please acknowledge your agreement and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest convenience.

		Very truly yours,
		BTIG, LLC
		By:	/s/ Brian Endres
		Name:	Brian Endres
		Title:	Chief Financial Officer
Accepted and agreed as of March 22, 2023:
KLUDEIN I ACQUISITION CORP.
By:	/s/ Narayan Ramachandran
Name:	Narayan Ramachandran
Title:	Chairman & CEO

{Signature Page to Amendment to Underwriting Agreement}

5

EX-10.19

Exhibit 10.19

NON-EMPLOYEE DIRECTOR FORM

RESTRICTED STOCK UNIT AWARD AGREEMENT

NEAR INTELLIGENCE, INC.

2023 EQUITY INCENTIVE PLAN

1. Award of Restricted Stock Units. Pursuant to the Near Intelligence, Inc. 2023 Equity Incentive Plan (the “Plan”) for Eligible Individuals of Near Intelligence, Inc. a Delaware corporation (the “Company”), the Company grants to

[_________________________________]

(the “Participant”)

an Award under the Plan for [_______________(______)]¹ Restricted Stock Units (the “Awarded Units”) which may be converted into the number of shares of Common Stock of the Company equal to the number of Restricted Stock Units, subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (this “Agreement”). The “Date of Grant” of this Restricted Stock Unit Award is [_____________], 2023. Each Awarded Unit shall be a notional share of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a share of Common Stock at any time.

2. Subject to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Committee and communicated to the Participant in writing.

3. Vesting; Time of Delivery of Shares. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.”

a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall vest on the one-year anniversary of the Date of Grant, provided that the Participant has not incurred a Termination of Service prior to such date (the “Vesting Date”). Notwithstanding the foregoing, if, prior to the Vesting Date, (i) the Participant resigns concurrently with the annual meeting of stockholders scheduled to occur immediately prior to the Vesting Date, (ii) such annual meeting occurs no more than 30 days prior to the Vesting Date, and (iii) the Participant continues to serve on the Board through the date of such annual meeting, then the Awarded Units shall vest on the date of such annual meeting.

b. Subject to the provisions of the Plan and this Agreement, upon the vesting of Awarded Units, and in no event later than the earlier of (i) the 90^th day following vesting and (ii) March 15^th of the calendar year following the calendar year in which such Awarded Units vested, the Company shall convert the Vested RSUs into the number of whole shares of Common Stock equal to the number of Vested RSUs and shall deliver to the Participant or the Participant’s personal representative a number of shares of Common Stock equal to the number of Vested RSUs credited to the Participant. From and after the date of receipt of such Shares, the Participant or the Participant’s estate, personal representative or beneficiary, as the case may be, shall have full rights of transfer or resale with respect to such stock subject to applicable state and federal regulations.

¹ NTD: For 2023, the number of RSUs to have a Fair Market Value on the Date of Grant of $230,000, rounded down to the nearest whole Share. Thereafter, the number of RSUs to have a Fair Market Value on the Date of Grant of $130,000, rounded down to the nearest whole Share.

4. Forfeiture of Awarded Units. Except as otherwise provided in Section 3.a. above, upon the Participant’s Termination of Service for any reason, the Participant shall be deemed to have forfeited all of the Participant’s Unvested RSUs. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company.

5. Who May Receive Converted Awarded Units. During the lifetime of the Participant, the Common Stock received upon conversion of Awarded Units may only be received by the Participant or his or her legal representative. If the Participant dies prior to the date his or her Awarded Units are converted into shares of Common Stock as described in Section 3.b. above, and the Common Stock relating to such converted Awarded Units may be received by any individual who is entitled to receive the property of the Participant pursuant to the applicable laws of descent and distribution.

6. No Fractional Shares. Awarded Units may be converted only with respect to full Shares, and no fractional share of Common Stock shall be issued.

7. Nonassignability. The Awarded Units are not assignable or transferable by the Participant except by will or by the laws of descent and distribution.

8. Rights as Stockholder. The Participant will have no rights as a stockholder with respect to any Shares covered by this Agreement until the issuance of a certificate or certificates to the Participant or the registration of such Shares in the Participant’s name for the shares of Common Stock. The Awarded Units shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 9 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates or the registration of such Shares in the Participant’s name. The Participant, by his or her execution of this Agreement, agrees to execute any documents requested by the Company in connection with the issuance of the shares of Common Stock.

9. Adjustment of Number of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment in accordance with Articles IV and XI of the Plan.

10. Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

11. Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company will not be obligated to issue any shares of Common Stock to the Participant hereunder, if the issuance of such Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws.

12. Investment Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered under applicable federal and state securities laws, by his or her execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be acquired hereunder will be acquired by the Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to him or her in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.

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13. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his or her review by the Company and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

14. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

15. No Right to Continue Service. Nothing herein shall be construed to confer upon the Participant the right to continue to provide services to the Company or any Affiliate, whether as a Non-Employee Director or otherwise, or to interfere with or restrict in any way the right of the Company or any Affiliate to discharge the Participant at any time.

16. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

17. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

18. Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.

19. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein.

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20. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

21. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

22. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

23. Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:

a. Notice to the Company shall be addressed and delivered as follows:

[Name]__________________

[Address]________________

[Address]________________

Attn: ___________________

Email:___________________

b. Notice to the Participant shall be addressed and delivered as set forth on the signature page.

24. Section 409A; Six Month Delay. Notwithstanding anything herein to the contrary, in the case of a conversion of Awarded Units and distribution of shares of Common Stock on account of any Termination of Service (other than death), if the Participant is a “specified employee” as defined in Section 1.409A-1(i) of the final regulations under Section 409A of the Code, then solely to the extent required under Section 409A of the Code, a distribution of the number of such Shares to the Participant (determined after application of the withholding requirements set forth in Section 25 below), shall not occur until the date which is six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of the Participant’s death). It is intended that each conversion and settlement of shares of Common Stock to be delivered under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code.

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25. Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Affiliate (for purposes of this Section 25, the term “Company” shall be deemed to include any applicable Affiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award, if any. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made prior to the delivery of any certificate or the registration of such Shares in the Participant’s name. Such payment may be made by (i) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional Shares) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional Shares) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, having the Company withhold from the Shares otherwise issuable or deliverable to the Participant upon the conversion of the Awarded Units into Shares, a number of Shares with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional Shares) the amount of such required tax withholding payment using the minimum statutory withholding rates (or such other rate as may be approved by the Committee so long as such withholding does not result in adverse treatment for financial accounting purposes); or (iv) any combination of (i), (ii), or (iii). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant; provided, however, if the Participant is a “specified employee” as defined in Section 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 24 above, if the Company, in its sole discretion, consents to the withholding of Shares in accordance with subsection (iii) above, the Company shall withhold the number of Shares attributable to employment taxes on the date of the Participant’s Termination of Service and withhold the number of Shares attributable to income taxes on the date which occurs six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his or her consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.

COMPANY:

Near Intelligence, Inc.

By:

Name:

Title:

PARTICIPANT:

Signature

Name:

Address:

6

EX-10.20

Exhibit 10.20

COMMITTEE CHAIR FORM

RESTRICTED STOCK UNIT AWARD AGREEMENT

NEAR INTELLIGENCE, INC.

2023 EQUITY INCENTIVE PLAN

1. Award of Restricted Stock Units. Pursuant to the Near Intelligence, Inc. 2023 Equity Incentive Plan (the “Plan”) for Eligible Individuals of Near Intelligence, Inc. a Delaware corporation (the “Company”), the Company grants to

[_________________________________]

(the “Participant”)

an Award under the Plan for [_______________(______)]¹ Restricted Stock Units (the “Awarded Units”) which may be converted into the number of shares of Common Stock of the Company equal to the number of Restricted Stock Units, subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (this “Agreement”). The “Date of Grant” of this Restricted Stock Unit Award is [_____________], 2023. Each Awarded Unit shall be a notional share of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a share of Common Stock at any time.

2. Subject to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Committee and communicated to the Participant in writing.

3. Vesting; Time of Delivery of Shares. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.”

a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall vest on the one-year anniversary of the Date of Grant, provided that the Participant has not incurred a Termination of Service prior to such date (the “Vesting Date”). Notwithstanding the foregoing, if, prior to the Vesting Date, (i) the Participant resigns concurrently with the annual meeting of stockholders scheduled to occur immediately prior to the Vesting Date, (ii) such annual meeting occurs no more than 30 days prior to the Vesting Date, and (iii) the Participant continues to serve on the Board through the date of such annual meeting, then the Awarded Units shall vest on the date of such annual meeting.

b. Subject to the provisions of the Plan and this Agreement, upon the vesting of Awarded Units, and in no event later than the earlier of (i) the 90^th day following vesting and (ii) March 15^th of the calendar year following the calendar year in which such Awarded Units vested, the Company shall convert the Vested RSUs into the number of whole shares of Common Stock equal to the number of Vested RSUs and shall deliver to the Participant or the Participant’s personal representative a number of shares of Common Stock equal to the number of Vested RSUs credited to the Participant. From and after the date of receipt of such Shares, the Participant or the Participant’s estate, personal representative or beneficiary, as the case may be, shall have full rights of transfer or resale with respect to such stock subject to applicable state and federal regulations.

¹ NTD: Number of RSUs to have a Fair Market Value on the Date of Grant of $25,000, rounded down to the nearest whole Share.

4. Forfeiture of Awarded Units. Except as otherwise provided in Section 3.a. above, upon the Participant’s Termination of Service for any reason, the Participant shall be deemed to have forfeited all of the Participant’s Unvested RSUs. In addition, if, prior to the Vesting Date, the Participant ceases to serve as chairperson of the applicable committee of the Board for any reason, then a prorated portion of the Awarded Units shall be forfeited, based on the number of days the Participant served as chairperson of such committee during the vesting period commencing on the Date of Grant and ending on the Vesting Date. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company.

5. Who May Receive Converted Awarded Units. During the lifetime of the Participant, the Common Stock received upon conversion of Awarded Units may only be received by the Participant or his or her legal representative. If the Participant dies prior to the date his or her Awarded Units are converted into shares of Common Stock as described in Section 3.b. above, and the Common Stock relating to such converted Awarded Units may be received by any individual who is entitled to receive the property of the Participant pursuant to the applicable laws of descent and distribution.

6. No Fractional Shares. Awarded Units may be converted only with respect to full Shares, and no fractional share of Common Stock shall be issued.

7. Nonassignability. The Awarded Units are not assignable or transferable by the Participant except by will or by the laws of descent and distribution.

8. Rights as Stockholder. The Participant will have no rights as a stockholder with respect to any Shares covered by this Agreement until the issuance of a certificate or certificates to the Participant or the registration of such Shares in the Participant’s name for the shares of Common Stock. The Awarded Units shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 9 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates or the registration of such Shares in the Participant’s name. The Participant, by his or her execution of this Agreement, agrees to execute any documents requested by the Company in connection with the issuance of the shares of Common Stock.

9. Adjustment of Number of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment in accordance with Articles IV and XI of the Plan.

10. Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

11. Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Company will not be obligated to issue any shares of Common Stock to the Participant hereunder, if the issuance of such Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable Laws.

12. Investment Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered under applicable federal and state securities laws, by his or her execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be acquired hereunder will be acquired by the Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to him or her in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.

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13. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his or her review by the Company and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

14. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

15. No Right to Continue Service. Nothing herein shall be construed to confer upon the Participant the right to continue to provide services to the Company or any Affiliate, whether as a Non-Employee Director or otherwise, or to interfere with or restrict in any way the right of the Company or any Affiliate to discharge the Participant at any time.

16. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

17. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

18. Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.

19. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein.

20. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

3

21. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

22. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

23. Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:

a. Notice to the Company shall be addressed and delivered as follows:

[Name]__________________

[Address]________________

[Address]________________

Attn: ___________________

Email:___________________

b. Notice to the Participant shall be addressed and delivered as set forth on the signature page.

24. Section 409A; Six Month Delay. Notwithstanding anything herein to the contrary, in the case of a conversion of Awarded Units and distribution of shares of Common Stock on account of any Termination of Service (other than death), if the Participant is a “specified employee” as defined in Section 1.409A-1(i) of the final regulations under Section 409A of the Code, then solely to the extent required under Section 409A of the Code, a distribution of the number of such Shares to the Participant (determined after application of the withholding requirements set forth in Section 25 below), shall not occur until the date which is six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of the Participant’s death). It is intended that each conversion and settlement of shares of Common Stock to be delivered under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code.

25. Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. Unless the Company otherwise consents in writing to an alternative withholding method, the Company, or if applicable, any Affiliate (for purposes of this Section 25, the term “Company” shall be deemed to include any applicable Affiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award, if any. The Company may, in its sole discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made prior to the delivery of any certificate or the registration of such Shares in the Participant’s name. Such payment may be made by (i) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional Shares) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional Shares) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, having the Company withhold from the Shares otherwise issuable or deliverable to the Participant upon the conversion of the Awarded Units into Shares, a number of Shares with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional Shares) the amount of such required tax withholding payment using the minimum statutory withholding rates (or such other rate as may be approved by the Committee so long as such withholding does not result in adverse treatment for financial accounting purposes); or (iv) any combination of (i), (ii), or (iii). Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant; provided, however, if the Participant is a “specified employee” as defined in Section 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 24 above, if the Company, in its sole discretion, consents to the withholding of Shares in accordance with subsection (iii) above, the Company shall withhold the number of Shares attributable to employment taxes on the date of the Participant’s Termination of Service and withhold the number of Shares attributable to income taxes on the date which occurs six (6) months following the date of the Participant’s Termination of Service (or, if earlier, the date of death of the Participant).

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his or her consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.

COMPANY:

Near Intelligence, Inc.

By:

Name:

Title:

PARTICIPANT:

Signature

Name:

Address:

5

EX-14.1

Exhibit 14.1

Near Intelligence, Inc.

CODE OF ETHICS AND BUSINESS CONDUCT

I. INTRODUCTION

The Board of Directors (the “Board”) of Near Intelligence, Inc. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (each a “person,” as used herein) of the Company, to:

● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

● promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;

● promote compliance with applicable governmental laws, rules and regulations;

● promote the protection of Company assets, including corporate opportunities and confidential information;

● promote fair dealing practices;

● deter wrongdoing; and

● require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended or modified by the Board. In this Code, references to the “Company” include, in appropriate context, the Company’s subsidiaries.

II. HONEST, ETHICAL AND FAIR CONDUCT

The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Integrity requires, among other things, being honest, fair and candid. Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

Each person must:

● Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;

● Observe all applicable governmental laws, rules and regulations;

● Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;

● Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;

● Deal fairly with the Company’s customers, suppliers, competitors, and employees;

● Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;

 

● Protect the assets of the Company and ensure their proper use;

● Subject to, and except as permitted by, the Company’s amended and restated certificate of incorporation, as it may be amended from time to time (the “Certificate”), not (i) take for themselves corporate or business opportunities that are discovered through the use of corporate property, information, or position, (ii) use corporate property, information or position for personal gain and (iii) compete with the Company; and

● Avoid conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the Board), as disclosed in the Company’s public filings with the SEC or as permitted by the Certificate. Anything that would be a conflict for a person subject to this Code also will be a conflict for a member of his or her immediate family or any other close relative. Examples of conflict of interest situations include, but are not limited to, the following:

● any significant ownership interest in any supplier or customer;

● any consulting or employment relationship with any supplier or customer;

● the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;

● selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell;

● any other financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and

● any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a whole.

III. DISCLOSURE

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

● not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and

● in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company, must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the chair of the audit committee of the Board (the “Audit Committee Chair”) any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

2

IV. COMPLIANCE

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

V. REPORTING AND ACCOUNTABILITY

The audit committee of the Board (the “Audit Committee”) is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Audit Committee Chair promptly.

Specifically, each person must:

● Notify the Audit Committee Chair promptly of any existing or potential violation of this Code; and

● Not retaliate against any other person for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on this Code:

● The Audit Committee will take all appropriate action to investigate any breaches reported to it; and

● Upon determination by the Audit Committee that a breach has occurred, the Audit Committee (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

VI. WAIVERS AND AMENDMENTS

Any waiver (defined below) or implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or any amendment (as defined below) to this Code is required to be disclosed in a Current Report on Form 8-K filed with the SEC. In lieu of filing a Current Report on Form 8-K to report any such waivers or amendments, the Company may provide such information on its website and keep such information on the website for at least 12 months and disclose the website address as well as any intention to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K or proxy statement relating to its annual meeting of stockholders.

A “waiver” means the approval by the Audit Committee of a material departure from a provision of this Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

VII. FINANCIAL STATEMENTS AND OTHER RECORDS

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Audit Committee Chair or the Company’s internal or external legal counsel.

3

VIII. IMPROPER INFLUENCE ON CONDUCT OF AUDITS

No director, officer or employee, or any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that such person knows or should know that if successful could result in rendering the Company’s financial statements materially misleading. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any of our directors.

Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:

● Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;

● Providing an auditor with an inaccurate or misleading legal analysis;

● Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;

● Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;

● Blackmailing; and

● Making physical threats.

IX. ANTI-CORRUPTION LAWS

The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act. To the extent prohibited by applicable law, directors, officers and employees will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area.

X. VIOLATIONS

Violation of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.

XI. OTHER POLICIES AND PROCEDURES

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the effective date hereof or hereafter are separate requirements and remain in full force and effect.

XII. INQUIRIES

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Audit Committee Chair, or such other compliance officer as shall be designated from time to time by the Audit Committee.

XIII. OTHER MATTERS

This Code is subject to repeal and amendment at any time by the Board. This Code should not be construed as a contract of employment and does not change any person’s status as an at-will employee. This Code is for the benefit of the Company, and no other person is entitled to enforce this Code. This Code does not, and should not be construed to, create any private cause of action or remedy in any other person for a violation of the Code.

Last updated: March 23, 2023

4

EX-16.1

Exhibit 16.1

March 28, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4.01 of Form 8-K dated March 28, 2023, of Near Intelligence, Inc. (formerly known as “KludeIn I Acquisition Corp.”) and are in agreement with the statements contained in the second and third paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Marcum LLP

Hartford, CT

March 28, 2023

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF NEAR INTELLIGENCE, INC.

Name of Subsidiary	Jurisdiction of Incorporation
Near Intelligence LLC	Delaware
Near Intelligence Pte. Ltd.	Singapore
Near Intelligence SAS	France
Near Intelligence Pvt. Ltd.	India
Near Intelligence Pty. Ltd.	Australia
Near North America Inc.	Delaware

EX-99.2

Exhibit 99.2

Near Intelligence Holdings Inc. and Subsidiaries

Consolidated Financial Statements

For Years ended December 31, 2022 and 2021

INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements of Near Intelligence Holdings Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statement of Operations	F-4
Consolidated Statement of Comprehensive Loss	F-5
Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	F-6
Consolidated Statement of Cash Flows	F-7
Notes to Audited Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Near Intelligence Holdings Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Near Intelligence Holdings Inc. (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2022.

Melville, New York

March 6, 2023

F-2

Near Intelligence Holdings Inc. and Subsidiaries

Consolidated Balance Sheets

(in $, except per share data and share count)

	As of December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents		16,599,897			8,839,402
Restricted cash		44,398,144			110,925
Marketable securities		—			260,417
Short term investments		—			1,111,483
Accounts receivable, net of allowance for credit losses of $3,417,845, and      $2,073,836 as of December 31, 2022 and 2021		26,011,486			16,759,840
Prepaid expenses and other current assets		4,963,268			2,250,303
Total current assets		91,972,795			29,332,370
Property and equipment, net		4,658,579			8,733,023
Operating lease right-of-use assets		4,038,350			2,700,886
Goodwill		61,994,758			62,387,725
Intangible assets, net		10,689,108			11,516,398
Other assets		2,882,015			3,103,744
Total assets		176,235,605			117,774,146
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
Current portion of long-term borrowings		2,783,060			7,785,066
Accounts payable		9,992,164			9,033,635
Accrued expenses and other current liabilities		20,004,468			7,267,190
Operating lease liabilities		936,685			563,862
Total current liabilities		33,716,377			24,649,753
Long-term borrowings, less current portion		85,563,588			10,685,089
Long-term operating lease liabilities		3,299,259			2,223,501
Warrant liabilities		16,765,776			5,376,932
Other liabilities		731,100			190,521
Total liabilities		140,076,100			43,125,796
Redeemable convertible preferred stock
Redeemable convertible preferred stock, $0.0001 par value, 307,299.000 shares authorized; 307,298.151, and 307,298.151, shares issued and outstanding as of December 31, 2022 and 2021 respectively; redemption amount of $253,045,305, and $253,045,305 as of December 31, 2022 and 2021 respectively		207,417,237			207,417,237
Stockholders’ deficit
Common stock, $0.0001 par value; 192,701.000 shares authorized; 77,057.894 and 71,963.894 shares issued and outstanding as of December 31, 2022 and 2021 respectively.		8			7
Additional paid-in-capital		70,900,679			4,399,815
Accumulated deficit		(240,787,341	)		(136,369,447	)
Accumulated other comprehensive loss		(1,371,078	)		(799,262	)
Total stockholders’ deficit		(171,257,732	)		(132,768,887	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit		176,235,605			117,774,146

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Near Intelligence Holdings Inc. and Subsidiaries

Consolidated Statements of Operations

(in $, except per share data and share count)

	Year ended December 31,
	2022			2021
Revenue		59,745,771			45,320,675
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately)		18,667,419			12,918,041
Product and technology		27,254,765			16,718,467
Sales and marketing		23,508,921			10,731,042
General and administrative		74,361,222			14,400,851
Depreciation and amortization		9,818,985			8,230,623
Total costs and expenses		153,611,312			62,999,024
Operating loss		(93,865,541	)		(17,678,349	)
Interest expense, net		6,158,784			2,667,400
Changes in fair value of warrant liabilities		(790,693	)		1,540,895
Loss (gain) on extinguishment of debt, net		5,157,364			(707,164	)
Other income, net		(668,731	)		(429,237	)
Loss before income tax expense		(103,722,265	)		(20,750,243	)
Income tax expense		499,167			305,356
Net loss attributable to Near Intelligence Holdings Inc.		(104,221,432	)		(21,055,599	)
Accretion to preference stock redemption value		-			(13,463,002	)
Net loss attributable to common stockholders		(104,221,432	)		(34,518,601	)
Net loss attributable to common stockholders, basic and diluted		(104,221,432	)		(34,518,601	)
Net loss per share attributable to common stockholders, basic and diluted		(1,076.28	)		(539.42	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		96,835.154			63,992.300

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Near Intelligence Holdings Inc. and Subsidiaries

Consolidated Statements of Comprehensive Loss

(in $, except per share data and share count)

	Year ended December 31
	2022			2021
Net loss		(104,221,432	)		(21,055,599	)
Other comprehensive loss:
Currency translation adjustments		(571,816	)		(484,641	)
Total comprehensive loss attributable to Near Intelligence Holdings Inc.		(104,793,248	)		(21,540,240	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Near Intelligence Holdings Inc. and Subsidiaries

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in $, except per share data and share count)

	Redeemable convertible preferred stock				Stockholders’ Deficit
					Common stock				Additional paid in		Accumulated			Accumulated other comprehensive			Total stockholders’
	Shares		Amount		Shares		Amount		capital		deficit			loss			deficit
Balance as of December 31, 2020, after effect of reorganization (Note 1)		241,157.671		124,614,493		43,190.000		4		4,262,236		(101,850,846	)		(314,621	)		(97,903,227	)
Issuance of Series U redeemable convertible preferred stock (note 18)		66,140.480		69,339,742		—		—		—		—			—			—
Accretion to preferred stock redemption value		—		13,463,002		—		—		—		(13,463,002	)		—			(13,463,002	)
Issuance of common stock on exercise of stock options		—		—		28,773.894		3		50,136		—			—			50,139
Stock options exercised and pending allotment		—		—		—		—		10,423		—			—			10,423
Stock based compensation		—		—		—		—		77,020		—			—			77,020
Net loss		—		—		—		—		—		(21,055,599	)		—			(21,055,599	)
Other comprehensive loss		—		—		—		—		—		—			(484,641	)		(484,641	)
Balance as of December 31, 2021, after effect of reorganization (Note 1)		307,298.151		207,417,237		71,963.894		7		4,399,815		(136,369,447	)		(799,262	)		(132,768,887	)
Stock options exercised and pending allotment		—		—		—		—		3,035		—			—			3,035
Issuance of common stock on exercise of warrants		—		—		2,280.000		*		22,800		—			—			22,800
Allotment of common stock on stock options exercised previously		—		—		2,814.000		1		(*)		—			—			1
Stock based compensation		—		—		—		—		66,475,029		—			—			66,475,029
Net loss		—		—		—		—		—		(104,221,432	)		—			(104,221,432	)
Other comprehensive loss		—		—		—		—		—		—			(571,816	)		(571,816	)
Distribution of stockholders as part of reorganization (note 1)		—		—		—		—		—		(196,462	)		—			(196,462	)
Balance as of December 31, 2022, after effect of reorganization (Note 1)		307,298.151		207,417,237		77,057.894		8		70,900,679		(240,787,341	)		(1,371,078	)		(171,257,732	)

● Denotes less than $1

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Near Intelligence Holdings Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in $, except per share data and share count)

	Year Ended December 31
	2022			2021
Cash flows from operating activities:
Net loss		(104,221,432	)		(21,055,599	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		9,818,985			8,230,623
Stock based compensation		66,475,029			77,020
Gain on extinguishment of debt		(663,092	)		(1,173,744	)
Loss on extinguishment of debt		5,820,456			466,580
Changes in fair value of warrant liabilities		(790,693	)		1,540,895
Allowance for credit losses on trade receivables and write off		1,400,885			72,577
In kind consideration of strategic investment		—			(1,500,000	)
Amortization of debt discount due to warrants		1,602,100			1,121,747
Other		1,301,166			126,513
Changes in operating assets and liabilities:
Accounts receivable		(16,631,361	)		(1,615,519	)
Prepaid expenses and other current assets		(1,035,084	)		(516,776	)
Operating lease right-of-use assets		(1,411,335	)		(1,200,696	)
Other assets		207,873			(350,717	)
Accounts payable		2,828,401			(7,286,199	)
Accrued expenses and other current liabilities		6,461,880			248,520
Operating lease liabilities		1,528,589			1,237,852
Other liabilities		564,168			(19,675	)
Net cash used in operating activities		(26,743,465	)		(21,596,598	)
Cash flows from investing activities:
Additions to property and equipment		(302,493	)		(259,258	)
Asset acquisition (note 9)		(784,237	)		—
Proceeds from sale of property and equipment		—			171,286
Proceeds from sale of marketable securities		258,621			338,242
Purchase of short term investments		—			(1,085,430	)
Proceeds from sale of short term investments		1,066,792			—
Purchase of strategic investment		—			(500,000	)
Advance to related party (note 28)		(1,777,675	)		—
Purchase of promissory note (note 6)		(686,690	)		—
Cash acquired in purchase of business		—			2,707,863
Net cash provided by (used in) investing activities		(2,225,682	)		1,372,703
Cash flows from financing activities
Proceeds from issuance of debt, net of issuance costs		115,292,120			14,842,627
Proceeds from exercise of stock options		25,836			60,562
Proceeds from short term borrowing from related party (note 28)		2,213,493			—
Repayment of short term borrowing from related party (note 28)		(118,633	)		—
Cash distributed to stockholders as part of reorganization		(538,556	)		—
Repayments of debt		(35,674,154	)		(6,693,137	)
Net cash provided by financing activities		81,200,106			8,210,052
Effect of exchange rates on cash, cash equivalents and restricted cash		(183,245	)		(487,180	)
Net increase (decrease) in cash and cash equivalents and restricted cash		52,047,714			(12,501,023	)
Cash and cash equivalents and restricted cash at beginning of period		8,950,327			21,451,350
Cash, cash equivalents and restricted cash at the end of the period		60,998,041			8,950,327
Supplemental disclosure of cash flow information:
Cash paid for income taxes		429,546			210,079
Cash paid for interest on borrowings		2,328,597			1,692,341
Non-cash investing and financing activities
Redeemable convertible preferred stock issued in connection with an acquisition		—			69,339,742
In kind consideration of strategic investment		—			1,500,000
Accretion of redeemable convertible preferred stock		—			13,463,002
In kind consideration of assets acquisition		3,808,099			—
Right-of-use assets obtained in exchange for lease obligations		1,917,196			—

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

1 Reorganization and description of business

Reorganization

Near Pte. Ltd. and Near Intelligence Holdings Inc., a Delaware corporation formed for the purpose of reorganization (the “Company”) entered into a Contribution Agreement wherein effective April 19, 2022, Near Pte. Ltd. transferred legal title and beneficial ownership of substantially all of its assets (with the exception of investments in Near Australia Pty. Ltd., and Near India Pvt. Ltd. (collectively, the “Dormant Subsidiaries”)), to the Company and the Company assumed substantially all of Near Pte. Ltd.’s liabilities, warrants and other existing potential dilutive equity instruments in exchange for common stock of the Company. In consideration for this transfer, the Company issued 379,262.045 of its common stock to Near Pte. Ltd.

Also, Near Pte. Ltd. and the Company entered into an Exchange and Recapitalization Agreement dated June 13, 2022 wherein Near Pte. Ltd. exchanged all of the current common stock for a combination of common stock and preferred stock of the Company such that (a) the number of shares in common stock of the Company held by Near Pte. Ltd. is equivalent, on a 1000:1 basis, to the number of outstanding common stock of Near Pte. Ltd.; and (b) the number of each series of preferred stock of the Company is equivalent, on a 1000:1 basis, to the number of outstanding shares of the similarly named series of preferred stock of Near Pte. Ltd. Rights, preferences and privileges of each class of stock of the Company mimic the rights, preferences and privileges of the corresponding stock of Near Pte Ltd. Thereby, the Company’s capital structure would consist of 71,963.894 shares of common stock (Note 19) and 307,298.151 shares of various series of preferred stock (Note 18). As a next step, Near Pte. Ltd. distributed all of its shares in the Company to its stockholders by way of capital reduction and stockholders of Near Pte. Ltd. have become the stockholders of the Company. Ultimately, Near Pte. Ltd. does not hold any interests in the Company or vice versa.

Further, Near Pte. Ltd. and the Dormant Subsidiaries are in the process of winding up/ liquidation and the retained cash of $538,556 will be used to settle net liabilities of $342,094 in these legal entities and also will be used to cover costs and fees for the liquidation and balance (if any) will be distributed to Near Pte. Ltd.’s stockholders. Consequently, net assets of $196,462 at the effective date of reorganization have been shown as distribution in these consolidated financial statements. The Company is not liable to bear any liquidation expenses of Near Pte. Ltd. and the Dormant Subsidiaries.

While the Company was the legal acquirer of Near Pte. Ltd., for accounting purposes, the reorganization is treated similar to a reverse recapitalization, whereby Near Pte. Ltd. is deemed to be the accounting acquirer, and the historical financial statements of Near Pte. Ltd. became the historical financial statements of the Company upon the closing of the reorganization.

Under this method of accounting, the Company is treated as the “acquired” company and Near Pte. Ltd. is treated as the acquirer for financial accounting purposes. Accordingly, for accounting purposes, the reorganization is treated as the equivalent of Near Pte. Ltd. issuing stock for the net assets of the Company accompanied by the reorganization. Because the reorganization is a common control transaction the net assets and prior year financial statements are stated at historical cost, with no goodwill or other intangible assets recorded, and the legal capital of Near Pte. Ltd. has been retroactively adjusted to reflect the capital of the legal acquirer (accounting acquiree), which is the Company. The shares and net loss per share prior to the reverse recapitalization have been retroactively ajusted to reflect the exchange ratio of 1000:1.

Description of business

The Company is incorporated under the laws of the state of Delaware in 2022 and has foreign subsidiaries located in India, Australia, United States of America, Japan, France and Singapore. The principal activities of the Company are those of data processing, hosting, advertising, data driven marketing and related activities.

The Company is a global, full stack data intelligence SaaS platform that stitches and enriches data on people and places from which its customers can derive actionable intelligence to help them make better decisions. The Company’s mission is bringing meaningful intelligence to customer behavior and helping enterprises use that intelligence to make meaningful decisions. The Company’s cloud -based platform provides accurate and extremely comprehensive information on people, places, and products while being fully privacy compliant. This intelligence enables enterprises to make decisions in real time. With the Company’s Data intelligence Platform businesses can understand and reach their customer base.

F-8

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

1 Reorganization and description of business (cont.)

On May 18, 2022, KludeIn I Acquisition Corp. (“KludeIn”), a Delaware corporation listed with NASDAQ in the United States, and Near Pte. Ltd. entered into an Agreement and Plan of Merger that will transform the Company into a publicly listed company. On December 23, 2022 KludeIn and Near entered into an amendment to the merger agreement dated May 18, 2022 revising the implied enterprise value for the company stockholders of approximately $675 million to approximately $575 million subject to customary closing conditions. Subject to customary closing conditions, the transaction is expected to close in the first quarter of 2023.

2 Summary of significant accounting policies

a) Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with US GAAP.

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate.

b) Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the consolidated financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates, including those related to the incremental borrowing rate (“IBR”) applied in lease accounting, useful lives of property and equipment and intangible assets, the nature and timing of the satisfaction of performance obligations, allowance for credit losses on accounts receivables, fair values of investments and other financial instruments, fair value of acquired intangible assets and goodwill, stock based compensation, income taxes, certain deferred tax assets and tax liabilities, and other contingent liabilities. Management believes that the estimates used in the preparation of the consolidated financial statements are reasonable. Although these estimates are inherently subject to judgment and actual results could differ from those estimates, management believes that the estimates used in the preparation of the consolidated financial statements are reasonable.

F-9

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

Management monitors the effects of the global macroeconomic environment, including increasing inflationary pressures; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences.

c) Segment reporting

The Company has a single operating and reportable segment. The Company’s Chief Executive Officer is its Chief Operating Decision Maker, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. For information regarding the Company’s revenue by geographic area, see note 20.

d) Cash and cash equivalents

Cash and cash equivalents primarily represent bank balances in current accounts. The Company considers all short-term deposits with an original maturity of 90 days or less, when purchased, to be cash equivalents.

e) Restricted cash

Certain deposits are restricted as to withdrawal or usage against these deposits. Restricted term deposits are classified as current assets based on the term of the deposit and the expiration date of the underlying restriction. For information regarding the Company’s restricted cash, see note 4.

f) Investments

Equity securities

Equity investments, other than equity method investments, are measured at fair value with changes in fair value recognized in the consolidated statements of operations in accordance with Accounting Standard Updates (“ASU”) 2016-01, “Financial Instruments — Overall (Subtopic 825-10).

Marketable securities

Marketable securities represent investments in mutual funds having readily determinable fair value. These mutual funds meet certain criteria for equity investments in accordance with ASU 2016-01. Under this guidance, the Company measures these mutual funds at their estimated fair value, with changes in fair value recognized in other income (expense), net in the consolidated statements of operations.

Short term investments

Accounting for the Company’s debt securities varies depending on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as held-to-maturity securities as Company has the positive intent and ability to hold those securities to maturity and are initially recorded at transaction price plus transaction costs. Investments in held-to-maturity debt securities include commercial paper and shall be measured subsequently at amortized cost. Interest income on these investments is recognized using the effective interest rate method on a time proportionate basis. The effective interest rate approximates the contracted interest rate.

g) Financial instruments and concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, restricted cash, marketable securities, investment in debt securities, term deposits with banks and accounts receivables. The Company places its cash and cash equivalents, marketable securities and investment in commercial paper, term deposits with banks and funds respectively with high credit/investment grade ratings to limit the amount of credit exposure with any one bank/fund and conducts ongoing evaluations of the creditworthiness of the banks and funds with which it does business. To reduce its credit risk on accounts receivable, the Company conducts ongoing credit evaluations of its debtors.

F-10

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

h) Accounts receivables, net

Accounts receivable primarily comprise of cash due from customers and are recorded at the invoiced amount, net of an allowance for credit losses. The Company pools its accounts receivable based on similar risk characteristics in estimating expected credit losses. Credit losses for accounts receivable are based on the roll-rate method, and the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. The Company has established a provision matrix based on historical credit loss experience, adjusted for forward-looking factors. The Company believes the most relevant forward-looking factors are economic environment, inflation rates and repayment capacity of debtors and accordingly the Company adjusts historical loss rates based on expected changes in these factors.

A financial asset is written off when it is deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flows. Expected recoveries of amounts previously written off, not to exceed the aggregate amounts previously written off, are included in determining the allowance at each reporting period.

Allowance for credit losses are presented as a credit loss expense within “General and administrative” on the consolidated statements of operations. Subsequent recoveries of amounts previously written off are credited against the same line item.

i) Property and equipment

Recognition and measurement

Plant and equipment are stated at cost less accumulated depreciation and amortization and accumulated impairment loss. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred.

The Company depreciates and amortizes all property and equipment using the straight-line method over the following estimated economic useful lives of the assets:

●	Office equipment	5 years
●	Computers	2 – 3 years
●	Fixtures and fittings	10 years
●	Servers	3 years
●	Leasehold improvements	Useful life or lease term, whichever is lower

Software acquired for internal use is included in property and equipment on the Company’s consolidated balance sheet and amortized on a straight-line basis when placed into service over the estimated useful lives of three years.

Capital work in progress is not depreciated until it is ready to be used.

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

F-11

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

j) Business combinations

The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed in the transaction constitute a business in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations”. Such acquisitions are accounted using the acquisition method by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values.

Where the set of assets acquired and liabilities assumed doesn’t constitute a business, it is accounted for as an asset acquisition where the individual assets and liabilities are recorded at their respective relative fair values corresponding to the consideration transferred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in accordance with ASC 350, Intangibles — Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.

The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, the Company determined that it has only one reporting unit. The Company completed the annual impairment test and did not recognize any goodwill impairment charges in the years ended December 31, 2022 and 2021.

Intangible assets

The Company amortizes intangible assets with finite lives over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized and reviews them for impairment whenever an impairment indicator exists.

k) Leases

The Company determines if a contract contains a lease at inception of the arrangement based on whether it has the right to obtain substantially all the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are initially measured at an amount equal to the lease liabilities and adjusted for lease incentives received and initial direct costs, if any. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, for the purpose of computing lease liabilities based on the remaining lease term and the rates prevailing in the jurisdiction where the lease was executed. Only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation.

The Company’s leases include its corporate offices. The lease term of operating leases vary from 11 months to 6 years. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants.

F-12

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

Operating leases are included in operating lease ROU assets, current and non-current operating lease liabilities, on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in the consolidated statement of operations over the lease term. Leases with a lease term of 12 months or less from the commencement date that do not contain a purchase option are recognized as an expense on a straight-line basis over the lease term.

l) Impairment of long-lived assets

The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The Company measures the recoverability of the assets by comparing the carrying amount of such asset or asset group to the future undiscounted cash flows it expects the asset or asset group to generate. If the Company considers the asset or asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset or asset group exceeds its fair value.

m) Fair value measurements and financial instruments

The Company holds financial instruments that are measured at fair value which is determined in accordance with a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows:

Level 1:	Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model- derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3:	Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the determination of fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and established a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses and other assets accounts, accounts payable, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities.

n) Foreign currency

The Company’s consolidated financial statements are reported in U.S. dollars which is also its functional currency. The functional currency for the Company’s subsidiaries in USA, Australia, Japan, India and France are their respective local currencies and the functional currency of the Company’s subsidiary in Singapore is U.S. dollars. The translation of the functional currencies of the Company’s subsidiaries into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under accumulated other comprehensive loss as a separate component of stockholders’ deficit on the consolidated balance sheets.

F-13

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of each subsidiary in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operations.

o) Fair value option

Under the Fair Value Option (FVO) subsections of ASC Subtopic 825-10, Financial Instruments — Overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. Any changes in the fair value of liabilities resulting from changes in the instrument-specific credit risk would be reported in other comprehensive income (loss).

p) Variable interest entities

The Company evaluates its ownership, contractual and other interests in entities to determine if it has a variable interest in an entity. These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available historical and prospective information, among other factors. If the Company determines that an entity for which it holds a contractual or ownership interest in is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable GAAP.

q) Revenue recognition

The Company derives revenue primarily from i) core subscription services and ii) sale of operational products.

Revenue is recognized when, or as, the related performance obligation is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services.

The Company applies the following steps for revenue recognition:

(i) Identification of the contract, or contracts, with the customer

The Company considers the terms and conditions of the engagement in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer.

F-14

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

(ii) Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract, whereby, in respect of core subscription services, we have combined promises for access to the data intelligence platform, the output derived from such platform coupled with, in a marketing intelligence use case, access with the related obligation to provide use of the platform to execute customers’ marketing strategies as a single performance obligation. Sale of operational products is evaluated to be a distinct performance obligation, as further explained in the section “Sale of operational products”.

(iii) Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price includes platform subscription fees based on the contracted usage of Near platform for analytics, data enrichment, data feeds as outputs from the platform and for executing customers’ marketing campaigns as well as variable consideration associated with overage fees on exceeded media execution limits as specified in respective contracts, where relevant. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In a marketing intelligence use case, the Company would be entitled to a platform fee even if the customer does not opt for contracted usage level of media execution committed by the Company. None of the Company’s contracts contain a significant financing component.

(iv) Allocation of the transaction price to the performance obligations in the contract

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”). Contracts typically have one performance obligation of providing access to the core subscription service or access to relevant outputs from the Near platform. On occasion, contracts include provision of certain operational products on a short term, fixed fee basis which reflect their respective SSP.

(v) Recognition of the revenue when, or as, a performance obligation is satisfied

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue in respect of core subscription services is recognized over the contractual terms during which the customer is given access to the platform or the output from the platform. With respect to revenue from operational products, the Company recognizes revenue as services are delivered. The Company generates all its revenue from contracts with customers.

Core subscription revenue

The Company generates revenue from subscriptions to customers that enable them to access the Company’s cloud-based platform or access the output from such platform and use the data intelligence derived therein for a variety of use cases around analytics, data enrichment, marketing and operational decision-making including to access and advertise target consumer base for digital marketing and advertising. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the platform or its specific modules/outputs over the contractual period. The underlying database of the Near platform is continuously updated based on ongoing data gathering exercise coupled with the Company’s patented algorithms running on such gathered data resulting in intelligent output available through the platform and therefore, its customers benefit from an up-to-date database on people and places relevant for the promotion of their business interests.

F-15

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

A time-elapsed method is used to measure progress because the Company’s obligation is to provide the customers a continuous service of access to the Company’s cloud- based platform or outputs and modules from such platform in order to execute their marketing and operational strategies over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription service is recognized ratably over the contract term beginning on the date access to the subscription product is provisioned. Most of the customer agreements have a minimum term of one (1) year with various payment terms ranging from monthly to quarterly in arrears and in few cases, payments in advance. Also, many contracts have auto-renewal provision unless the customer decides to terminate such contract by providing an advance written notice prior to the end of the then current term. Many contracts with customers, including those entered into with the standard terms and conditions, may be terminated by Near at any time but only may be terminated by the customer either in case of a breach, or in certain cases, after a specified notice period. Typically, Near does not charge any penalties for early termination by the customer and the contracts do not entitle Near’s customers to a refund or partial refund upon cancellation of the relevant contracts. The auto renewal provisions are evaluated on a case-by-case basis but generally do not provide a material right as they do not provide a discount to the customer that is incremental to the range of discounts typically given for the same services that are sold to a similar class of customers, even when the stand-alone selling price of the services subject to the auto renewal provision is highly variable.

Sale of Operational products

The Company derives revenue from providing customized reports and other insights to customers on short term fixed fee basis. The Company recognizes such revenues from the sales of these operational products upon delivery to the customers (i.e., at a point in time basis). Refer note 20 for details.

Practical expedients

“The Company has utilized the practical expedient available under ASC 606, Revenue from Contracts with Customers and does not disclose the following:

i) Value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company has no significant financing components in its contracts with customers.

ii) Amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue.”

r) Employee benefit plans

Contributions to defined contribution plans are charged to the consolidated statements of operations in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. Net actuarial gains and losses are immediately recognized in the consolidated statements of operations.

The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in net periodic cost in its entirety immediately. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

s) Stock-based compensation

Stock-based compensation awards granted by the Company are considered as equity-classified stock option awards (“equity options”) and accounted for under ASC Topic 718 - Compensation — Stock Compensation. Stock-based compensation awards issued to non-employees in exchange for consulting and advisory services are accounted for in accordance with the provisions of ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting.” The Company recognizes and measures compensation expense for all stock-based awards based on the grant date fair value. Grant date fair value is determined under the option-pricing model (Black-Scholes Merton model). The fair value of restricted stock units (“RSU”) is estimated based on the fair value of the Company’s common stock on the date of grant. The fair value determined at the grant date is expensed over the vesting period of the stock-based awards using the straight-line attribution method, however, the amount of compensation cost recognized at any date must at least equal the portion of the grant date fair value of the award that is vested at that date. Forfeitures are accounted for as they occur. Stock-based compensation expense is allocated to cost of revenue, product and technology, sales and marketing and general and administrative on the consolidated statements of operations based on where the associated employee’s functional department is located.

F-16

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

t) Income taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered.

The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely- than-not recognition threshold at the effective date to be recognized.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carry forward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed.

u) Net loss per share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. Based on the above, the redeemable convertible preferred stock, stock options, restricted stock units and warrants are not considered as participating securities.

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options, unvested restricted stock units and warrants have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.

v) Expenses

Set forth below is a brief description of the components of the Company’s expenses:

i. Cost of revenue, exclusive of depreciation and amortization

Cost of revenue primarily consists of costs related to third-party hosting costs; employee-related expenses including salaries and related benefits for operations and support personnel; publishers cost; real-time data acquisition costs; and allocated overhead.

F-17

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

ii. Product and technology

Product and technology expenses primarily consist of personnel-related expenses such as salaries, related benefits and stock based compensation for the Company’s engineering and product/project management functions supporting research, new development, and related product enhancement departments. It also includes non-personnel-related expenses such as location coverage charges, data acquisition charges, third-party server charges and allocation of the Company’s general overhead expenses.

iii. Sales and marketing

Sales and marketing expenses primarily consist of personnel-related expenses such as salaries and related benefits for the Company’s sales, marketing, and product marketing functions departments. It also includes sales commission and advertisement costs being part of business development expense.

iv. General and administrative

General and administrative expenses consist primarily of personnel-related expenses for our finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as legal, audit, accounting services, other professional fees, recruiting personnel cost, costs associated with acquisitions of businesses, as well as certain tax, license, and insurance-related expenses, and allocated overhead costs.

w) Changes in accounting policies and recently issued accounting pronouncements

The Company is expected to be an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company’s financial statements to those of other public companies more difficult.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which signifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements.

F-18

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

2 Summary of significant accounting policies (cont.)

In September 2022, the FASB issued ASU No. 2022-04 – Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations which is intended to enhance the transparency surrounding the use of supplier finance programs. The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The guidance becomes effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company does not have any supplier finance programs and does not believe the impact of updating this accounting standard update will be material to the consolidated financial statements.

In March 2020, the FASB issued authoritative guidance to provide optional relief for companies preparing for the discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”) and applies to lease and other contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that reference LIBOR or another rate that is expected to be discontinued as a result of reference rate reform. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that for all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC 848. In December 2022, the FASB issued authoritative guidance to defer the sunset date of ASC 848 from December 31, 2022 to December 31, 2024. The Company is currently evaluating the potential impact of modifying treasury related arrangements and applying the relevant ASC 848 optional practical expedients, as needed. For existing lease, debt arrangements and other contracts, the Company does not expect any qualifying contract modifications related to reference rate reform and therefore does not expect that the optional guidance in ASC 848 will need to be applied through December 31, 2024. The Company will continue to monitor new contracts that could potentially be eligible for contract modification relief through December 31, 2024.

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

F-19

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

3 Acquisitions

(a) Uber Media Inc.

On March 31, 2021, the Company acquired 100% of the outstanding equity interests in Uber Media Inc., a Delaware corporation, engaged in providing location insights and advertising solutions. This acquisition expands the Company’s capabilities in improving customer experience of its clients through cloud technologies and advanced data analytics and expands its customer base in US. The Company issued 66,140.480 Series U Preferred stock amounting to $69,339,742 as purchase consideration.

The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:

	March 31, 2021
Assets acquired:
Cash and cash equivalents		2,707,863
Goodwill		56,423,109
Property and equipment		23,518
Intangible assets		15,236,631
Accounts receivable		3,167,292
Prepaid expenses and other current assets		89,493
Total assets acquired		77,647,906
Borrowings		3,397,620
Accounts payable		1,293,922
Accrued expenses and other current liabilities		3,616,622
Net assets acquired		69,339,742

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings as well as acquiring an assembled workforce. The goodwill balance is not deductible for income tax purposes.

Acquisition-related costs of $501,150 associated with the business combination were included in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021.

Since the acquisition date, $15,822,516 of revenue and $1,907,798 of net loss have been included in the consolidated statements of operations for the year ended December 31, 2021.

F-20

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

3 Acquisitions (cont.)

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in years):

	Fair value		Useful life
Customer relationships		9,614,578	3 years
Software platform		5,622,053	3 years
Total intangible assets		15,236,631

The following unaudited supplemental pro forma combined financial information presents the Company’s combined results of operations for the year ended December 31, 2021 as if the acquisition of UberMedia Inc. had occurred on January 1, 2021. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the acquisition of UberMedia Inc. been completed on January 1, 2021. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of UberMedia Inc.

	Year ended December 2021
Revenues		50,110,360
Net loss		(21,422,321	)

The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021 to give effect to certain events the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include:

(i) the elimination of UberMedia Inc. historical depreciation and amortization expense and the recognition of new depreciation and amortization expense;

(ii) an adjustment to changes in fair value of warrant liabilities which in conjunction with the acquisition was settled at buyout fee as per warrant agreement.

(iii) an adjustment to present acquisition-related transaction costs and other one-time costs directly attributable to the acquisition as if they were incurred in the earliest period presented; and

(iv) the related income tax effects of the adjustments noted above, as applicable.

F-21

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

4 Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash consist of the following:

	As of December 31,
	2022		2021
Cash and cash equivalents		16,599,897		8,839,402
Restricted cash		44,398,144		110,925
		60,998,041		8,950,327

Restricted cash represents an automatically renewed short-term deposit held with a bank against a corporate credit card for $32,198 as of December 31, 2022. The Company has restricted deposits with a bank against commitment of office premises of $307,373, and $110,925 as of December 31, 2022 and 2021, respectively, which will be released upon vacating the premises leased. Also, with respect to the financing agreement with Blue Torch Finance LLC, the Company deposited $46,000,000 of cash into a restricted escrow account, to be later released upon the satisfaction of certain covenants and merger as specified. For more details refer note to 12. As of December 31, 2022, $44,058,573 is held in the account, which also includes accrued interest thereon.

5 Accounts receivable, net

Accounts receivable, net consists of the following

	As of December, 31
	2022			2021
Accounts receivable		29,429,331			18,833,676
Allowance for credit losses		(3,417,845	)		(2,073,836	)
Accounts receivable, net		26,011,486			16,759,840

As of December 31, 2022 and 2021, allowance for credit losses represented approximately 12% and 11% of gross accounts receivable respectively.

he following table provides details of the Company’s allowance for credit losses:

	Year ended December 31,
	2022		2021
Opening balance		2,073,836		4,383,573
Additions charged		1,344,009		49,709
Bad debts written off		—		(2,359,446	)
Closing balance		3,417,845		2,073,836

F-22

Near Intelligence Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in $, except per share data and share count)

5 Accounts receivable, net (cont.)

Accounts receivable includes amounts billed to customers as well as unbilled amounts recognized in accordance with the Company’s revenue recognition policies. Unbilled amounts included in trade accounts receivable, net, which generally arise from the performance of services to customers in advance of billings, were $1,817,073 and $1,551,415 as of December 31, 2022 and 2021, respectively.

6 Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	As of December 31
	2022		2021
Advanced income and non-income taxes		648,729		676,276
Deposits		349,041		342,157
Prepaid expenses		913,101		743,006
Contract assets		283,772		266,195
Advance to related party (note 28)		1,797,313		—
Promissory note*		686,690		—
Other receivables		284,622		222,669
		4,963,268		2,250,303

* KludeIn issued a promissory note dated as of November 18, 2022, in the aggregate principal amount of up to $686,690, to the Company to be drawn down in two instalments with $343,345 being the first installment in November 2022. No interest shall accrue on promissory note and these are payable by the KludeIn on the earlier of (a) the date that KludeIn consummates the initial business combination and (b) the date of the liquidation of the KludeIn.

7 Property and equipment, net

The components of property and equipment, net was as follows:

	As of December 31,
	2022			2021
Computers		387,267			269,279
Office equipment		90,111			96,808
Furniture and fixtures		194,715			77,212
Leasehold improvements		2,668			2,956
Servers		12,671,736			12,671,736
Total		13,346,497			13,117,991
Less: Accumulated depreciation and amortization		(8,722,333	)		(4,384,968	)
Capital work in progress		34,415			—
Total		4,658,579			8,733,023

Depreciation and amortization expense relating to property and equipment amounted to $4,364,448, and $4,359,803 for the years ended December 31, 2022 and 2021 respectively.

F-23

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

8 Leases

The Company leases office spaces from various lessors. Some property leases contain extension options exercisable by the Company up to one year before the end of the non-cancellable contract period. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease cost for the year ended December 31, 2022 and 2021 are summarized below:

	Year ended December 31,
	2022		2021
Operating lease cost		927,802		636,369
Short-term lease cost		467,726		673,119
Total lease cost		1,395,528		1,309,488

Total lease cost is included under “general and administrative” in the consolidated statements of operations.

Other information — operating leases

	Year ended December 31,
	2022			2021
Weighted-average remaining lease term (in years)		4.38			3.96
Weighted-average discount rate		6.5	%		10.1	%
Cash paid for amounts included in the measurement of operating lease liabilities	$	795,852		$	581,641

Right-of-use assets obtained in exchange for operating lease liabilities for the year ended December 31, 2022 was $1,917,196.

The following table reconciles the future undiscounted cash flows of operating leases to the operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2022:

Period range	As of December, 31 2022
0 – 1 years		1,174,592
1 – 2 years		1,240,071
2 – 3 years		1,017,122
3 – 4 years		622,184
4 – 5 years		402,709
After 5 year		302,032
Total undiscounted lease payments		4,758,710
Less: imputed interest		(522,766	)
Total lease liabilities		4,235,944

F-24

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

9 Intangible assets, net

The amounts allocated to intangible assets from acquisitions includes customer relationships and software. The following table shows the amortization activity of intangible assets:

	As of December 31, 2022							As of December 31, 2021
	Gross carrying amount		Accumulated amortization			Net		Gross carrying amount		Accumulated amortization			Net
Customer relationships		12,585,004		(5,978,395	)		6,606,609		9,792,428		(2,492,570	)		7,299,858
Software platform		5,622,053		(3,279,532	)		2,342,521		5,622,053		(1,405,513	)		4,216,540
Non compete agreement		1,830,236		(90,258	)		1,739,978
		20,037,293		(9,348,185	)		10,689,108		15,414,481		(3,898,083	)		11,516,398

On October 3, 2022, the Company entered into an asset purchase agreement with BehaveGuru Pty. Ltd. which is engaged in the business data driven marketing, audience curation and management services. The Company acquired customer contracts, brand name, and a couple of employees. In addition, the agreement also provided for non -competition and non -solicitation for a period of five years and non -disparagement.

The transaction was accounted for as an asset acquisition. The purchase price was AUD 7,170,000 (approximately $4,633,256), which was determined based on the settlement of its existing receivables equivalent to AUD 5,820,000 (approximately$3,808,099) and the remaining balance in cash. Of the total purchase price, $2,803,020 was allocated to customer relationships with a useful life of three years, and $1,830,236 to non-compete agreement with a useful life of five years. No goodwill was recorded, and the Company’s acquisition-related costs were not material.

Amortization expense for the years ended December 31, 2022 and 2021 was $5,456,537 and $3,870,820, respectively.

As of December 31, 2022, the estimated amortization schedule for the Company’s intangible assets for future periods is set out below:

2023	6,407,164
2024	2,570,106
2025	1,070,002
2026	366,047
2027	275,789
Total future amortization expense	10,689,108

F-25

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

10 Goodwill

	As of December 31,
A summary of the changes in carrying value of goodwill is as follows:	2022			2021
Opening balance		62,387,725			6,352,720
Goodwill relating to acquisitions consummated during the period		—			56,423,109
Effect of exchange rate changes		(392,967	)		(388,104	)
Closing balance		61,994,758			62,387,725

11 Other assets

	As of December 31,
Other assets consist of the following:	2022		2021
Strategic investments (see note 26)		2,618,171		2,618,171
Deferred tax assets		84,470		78,370
Contract assets		78,697		380,159
Deposits		100,677		27,044
		2,882,015		3,103,744

12 Borrowings

The Company’s borrowings consist of the following:

	As of December 31,
	2022		2021
Harbert loan, net of debt amortization expenses		—		15,479,975
Blue Torch finance, net of debt amortization expenses		86,758,378		—
BPI France		839,473		1,147,826
CIN Phases		—		932,194
BNP Paribas		748,797		910,160
		88,346,648		18,470,155

Harbert loan

On January 30, 2019, the Company entered into a secured loan arrangement with an unrelated party, Harbert European Specialty Lending Company II S.A.R.L to borrow a loan aggregating to EUR 8,000,000 bearing interest at 12% or one-year EURIBOR screen rate in the form of Facility A — EUR 5,000,000 as cash advance which is repayable in 36 equal monthly installments starting from the end of 9 months interest only period and Facility B — EUR 3,000,000 as working capital facility which is repayable in 36 equal monthly installments starting from the drawdown date. The Company has drawn Facility A — EUR 5,000,000 and Facility B — EUR 1,000,000 on February 2019, Facility B — EUR 1,000,000 on March 2019 and Facility B — EUR 1,000,000 on May 2019. The loan is secured against all of the assets of the Company.

At the loan date itself, the Company also entered into a warrant agreement with the lender, governing the terms and conditions of the warrant. The aggregate number of warrant shares which are capable of issue to Harbert European Specialty Lending Company II S.A.R.L (Holder) on exercise of the subscription rights in full shall be equal to EUR 1,200,000 divided by the strike price of $500 per share.

F-26

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

12 Borrowings (cont.)

The subscription price for each of the warrant share shall, at the absolute discretion of the Holder, be satisfied by either:

(a)     the payment in cash for each of the warrant share at the strike price; or

(b)    the exchange of its subscription rights for such number of the warrants calculated using the following formula:

Warrant shares are equal to the number of warrants as per (a) above multiplied by fair value of each warrant share at exercise date less strike price divided by the fair value of each warrant share at exercise date

The warrants are convertible into common stock or any class of new stock issued in a subsequent fundraising.

The warrants are exercisable at any time till 10 years after which the warrants would get expired. The strike price would also be adjusted for down round financing and other standard anti-dilution adjustments.

At the time of exit i.e., sale, sale event or listing as defined in the warrant agreement and the revised constitution of the Company, the holders can exercise conditionally on the exit.

In case of a sale event, if the Holder does not exercise their subscription rights, then the warrants shall lapse. However, for any other exit clauses, warrants will expire only on the 10 year expiry period.

In case of exit event, the Holder is eligible for at least an amount of EUR 1,500,000 in aggregate out of the proceeds of the exit, then the Holder shall have the right to elect to waive all rights under this instrument and instead require the Company to make a cash payment to the Holders of EUR 1,500,000 at the same time as paying proceeds to other stockholders participating in the exit.

Pursuant to an amendment agreement dated February 25, 2021, Harbert European Specialty Lending Company II S.A.R.L has provided additional Facility C for an amount Euro equivalent of $15,000,000 bearing interest at 12% or one-year EURIBOR screen rate, which the Company has drawn Euro equivalent of $5,000,000 on February 2021, Euro equivalent of $5,000,000 on April 2021 and Euro equivalent of $5,000,000 on July 2021. Facility C is repayable in 36 equal monthly installments starting from the end of 6 months interest only period.

The Company also entered into a deed of amendment dated February 25,2021, wherein it provided additional aggregate number of warrant shares which are capable of being issued to Holder on exercise of the subscription rights in full shall be equal to EUR 1,050,000 divided by the strike price of $730 per share.

Further, the deed of amendment dated February 25,2021 provided that in the event that there is an exit, the Holder is eligible for at least an amount of Euro equivalent of $2,500,000 in aggregate out of the proceeds of the exit, then the Holder shall have the right to elect to waive all rights under this Instrument and instead require the Company to make a cash payment to the Holders of the Euro equivalent of $2,500,000 at the same time as paying proceeds to other stockholders participating in the exit.

In April 2022, the Company modified the Harbert loan with below terms:

a) Interest only on all tranches from March 1, 2022 to November 30, 2022.

b) All tranches will begin amortizing on December 1, 2022 with 24 month amortization

c) Payment of 1% additional backend fee of EUR 133,000, payable to Harbert on or before November 30, 2024.

d) $730,000 worth of additional warrants to be issued by the Company to Harbert without any payment from Harbert based on the agreed strike price of $1,050. These warrants have a minimum exit value of EUR 300,000.

Additional warrants due to modification provides that in the event that there is an exit and the Holders following exercise of subscription rights in full would receive an amount less than EUR 300,000 in aggregate out of the proceeds of the exit, then the Holders shall have the right to elect to waive all rights under this Instrument and instead require the Company to make a cash payment to the Holders of EUR 300,000 at the same time as paying proceeds to other stockholders participating in the exit.

On November 3, 2022, the Company entered into a Global Deed of Discharge and Release to settle the facility out of the proceeds received from the Blue Torch finance. Settlement was effected on November 4, 2022 after deferring interest free balance of $1,218,757, to be payable on April 30, 2023. Settlement was accounted as an extinguishment of debt, and accordingly, the facility was derecognized and deferred settlement payment of $1,218,757 is presented under accrued expenses and other current liabilities. As a result of this extinguishment, the Company recorded $2,228,334 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2022.

F-27

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

12 Borrowings (cont.)

Refer to note 17 for more details for accounting of the above warrants.

BPI France

Through an acquisition in 2020, the Company acquired various unsecured loan arrangements with an unrelated party, BPI France bearing interest ranging from 1.46% to 5.78% and are repayable in a period ranging between 7 to 8 years.

CIN Phase I and Phase II:

Through an acquisition in 2020, the Company acquired two phased debts by BPI France, which is in respect of fulfilment of specified project. The debt is in the nature of interest free aid and was subject to waiver of certain amount provided the Company fulfils the pre-defined conditions. During September, 2022, BPI France waived off outstanding balance of $663,092 and the Company recorded the same as a gain on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2022.

BNP Paribas

Through an acquisition in 2020, the Company acquired debt under an unsecured loan arrangement with an unrelated party, BNP Paribas, which bears interest at 0.75% for reinforcement of the financial structure for which repayment started from July 2022.

Montage term advances

Through the acquisition of UberMedia Inc. on March 31, 2021, the Company assumed $1,139,935 Term I Advance and $1,094,604 Term II Advance aggregating $2,234,539 in debt from Montage Capital II, L.P.

The Term I Advance and Term II Advance are secured and bear interest at a rate of thirteen percent (13%) per annum.

With respect to the Term I Advance, principal payments of $44,000 begin on April 1, 2021 and each month thereafter, and the remaining outstanding balance of the Term I Advance becomes immediately due on the maturity date of December 31, 2021.

With respect to the Term II Advance, principal payments of $37,000 begin on April 1, 2021 and each month thereafter, and the remaining outstanding balance of the Term II Advance becomes immediately due on the maturity date of August 31, 2021.

On April 20, 2021, the Company prepaid the Montage term advances and as a result of this the Company recorded $466,580 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2021.

Paycheck Protection Program (PPP) loan

Through the acquisition of UberMedia Inc. on March 31, 2021, the Company assumed $1,163,081 in debt under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) through Santa Cruz County Bank. The loan was originally obtained by UberMedia Inc. on April 27, 2020 for an amount of $1,152,910 and the loan is guaranteed by the United States Small Business Administration (“SBA”). Subject to certain limitations, to the extent that the loan is used for payroll, rent, or utilities during the applicable covered period following the disbursement of the loan, the loan may be forgiven by the SBA. Principal and interest payments will be deferred for the first six months from the month PPP is dated. Interest will accrue at 1% during this period. Subject to the eligible forgiveness amount determined by the U.S. Small Business Administration through the Paycheck Protection Program, any remaining principal will be amortized over the remaining term of PPP in equal monthly payments of principal and interest beginning on the seventh month from the month PPP is dated. All remaining principal and accrued interest is due and payable 2 years from the date of first disbursement. PPP loan is accounted for as debt as per the guidance in ASC 470. The Company applied for the forgiveness in November 2020. There was no interest or principal payments due since the Company applied within the deferral period. In June 2021, the Company received a letter dated June 17, 2021 from Santa Cruz County Bank confirming that the Paycheck Protection Program Loan granted pursuant to the CARES Act in the original principal amount together with all accrued interest thereon was forgiven in full. As a result of this forgiveness, the Company recorded $1,173,744 of gain on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2021.

F-28

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

12 Borrowings (cont.)

Deutsche Bank Loan

On April 29, 2022, the Company entered into a facility agreement with an unrelated party, Deutsche Bank AG, London Branch to secure commitment of $30,000,000. The rate of interest is the percentage rate per annum which is the aggregate of the margin of 6.50% per annum and reference rate determined based on Term Secured Overnight Financing Rate (“SOFR”) and if that rate is less than one percent., the reference rate shall be deemed to be one percent. Principal repayment is to begin effective October 31, 2023 on a monthly basis at 5.56% of outstanding principal amount.

On May 13, 2022, the Company borrowed $20,000,000 of the total $30,000,000 facility. As part of the conditions subsequent, in addition to the lender fees, $3,000,000 is agreed as transaction costs which will be reduced from subsequent disbursal, out of which $1,000,000 was shown as deferred finance cost.

On November 3, 2022, the Company entered into a Global Deed of Discharge and Release to settle the facility out of the proceeds received from the Blue Torch finance. Settlement was effected on November 4, 2022 after deferring interest free balance of $2,000,000, to be payable on April 30, 2023. Settlement was accounted as an extinguishment and accordingly the existing facility along with deferred finance cost of $1,000,000 and unpaid finance cost of $3,000,000 as of the settlement date were derecognized and deferred payment of $2,000,000 is presented under accrued expense and other current liabilities. As a result of this extinguishment, the Company recorded $3,592,122 of loss on extinguishment of debt (including prepayment fees) in the consolidated statement of operations for the year ended December 31, 2022.

Blue Torch loan

On November 4, 2022, the Company entered a facility agreement with Blue Torch Finance LLC (as administrative agent and collateral agent) to secure a commitment of $100,000,000 from lenders. Borrowings under the financing agreement accrue interest at a floating rate per annum equal to the adjusted Term SOFR plus 9.75% (subject to a floor set at 3.891% as of the effective date). Interest is payable quarterly and the borrowing under the financing agreement is scheduled to mature on November 4, 2026.

Under the terms of the financing agreement, the Company established a controlled account into which $46,000,000 of the proceeds of the total funded amount of the term loans were deposited. Upon the satisfaction of certain conditions (including no default or event of default existing and the Company maintaining the first lien leverage ratios specified in the financing agreement), the Company may request these funds to be released. Upon the occurrence and continuance of any event of default or if the De-SPAC Mergers do not occur on or prior to March 31, 2023 (or such later date as may be agreed by the administrative agent in its sole discretion), then the funds may be released and applied to prepay the loans. As of December 31, 2022, the Company has withdrawn $2,000,000 out the controlled account.

The Blue Torch credit facility is subject to certain financial covenants of leverage ratio and liquidity as specified in the financing agreement. As of December 31, 2022, the Company is in compliance with the financial covenants.

On November 4, 2022, the Company utilized $34,993,903 out of total $100,000,000 facility towards repayment of existing Deutsche Bank loan and Harbert loan facilities and $15,191,125 was disbursed to one of the Company’s bank accounts for general corporate purposes, net of transaction costs.

In connection with the financing agreement, the Company also granted warrants to the lenders which are exercisable for an aggregate of 9,660 shares of the Company’s common stock at $0.001 per share. The warrants are exercisable at any time until 10 years after which the warrants would get expired. The strike price would also be adjusted for down round financing and other standard anti-dilution adjustments.

F-29

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

12 Borrowings (cont.)

In lieu of payment for warrant at the time of exercise, it can be cashless exercised. In which case, the Company shall issue to the holder such number of fully paid and non-assessable shares as are computed using the following formula:

X = Y(A-B)/A

where:

X = the number of shares to be issued to the holder;

Y = the number of shares with respect to which warrant is being exercised;

A = the fair market value of one share; and

B = the warrant price

If shares are then traded, the fair market value of a share shall be the average of the closing price for the five trading days immediately preceding. If shares are not then traded, the fair market value of a share shall be as determined jointly by the board of directors of the Company and the holder, each acting in good faith. The fair market value in the case of an exercise in connection with an Acquisition or the de-SPAC Merger shall be the consideration paid per share in such Acquisition or the de-SPAC Merger, as applicable.

At any time on the earlier to occur of two years from the date of issuance or the occurrence of certain default and indebtedness-based triggers, each holder shall be entitled to require the Company to purchase all of its outstanding warrants at an aggregate price equal to (x) the total number of outstanding warrants by each holder, divided by (y) the aggregate number of warrants outstanding, multiplied by (z) $10 million.

Refer to note 17 for more details for accounting of the above warrants.

As of December 31, 2022, the aggregate maturities of long-term borrowings are as follows:

	Annual Maturities
2023		2,783,060
2024		539,954
2025		380,966
2026		100,129,028
Total: aggregate maturities of long-term borrowings		103,833,008
Less: carrying value of unamortized borrowings financing costs		(15,486,360	)
Net maturities of long-term borrowings		88,346,648
Less: current portion of long-term borrowings		(2,783,060	)
Long-term borrowings		85,563,558

F-30

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

13 Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:

	As of December 31,
	2022		2021
Accrued expenses		8,159,000		3,276,686
Deferred revenue		2,806,796		2,171,668
Accrued employee cost		1,579,960		578,601
Short-term borrowing from related party (note 28)		2,119,807		—
Deferred settlement*		3,218,757		—
Statutory liabilities		2,075,655		1,195,958
Retirement benefits (note 15)		44,493		44,277
		20,004,468		7,267,190

* In connection with settlement of Harbert loan facility and Deutsche Bank loan facility, the Company deferred payment of $1,218,757 and $2,000,000 for Harbert loan facility and Deutsche Bank loan facility respectively. Refer to note 12 for more details.

14 Stock based compensation

Employee Stock Option Plan 2014 (“ESOP 2014”)

Prior to reorganization, Near Pte. Ltd. adopted the ESOP 2014, under which the stock based awards such as options may be granted to employees, Directors and advisors on such terms as may be approved by the Board of directors. The Company has granted stock options to its eligible employees, Directors and advisors, which are convertible into equivalent number of common stock once exercised. Upon vesting, the respective person can acquire common stock as per their respective grant letter.

Options granted under this plan are exercisable up to 10 years after the options are vested. Options issued to employees under this plan vest typically over a four year period and is contingent upon continued employment on each vesting date. In general, options granted vest 25% after the first year of service and ratably each quarter over the remaining 12 quarter period.

The estimated fair value of stock options granted to employees was determined using the Black-Scholes option pricing model with the following weighted-average assumptions for the year ended December 31,2021:

	2021
Expected dividend yield		0.00	%
Expected volatility		52.60	%
Risk-free interest rate		2.41	%
Expected average life of options (in years)		9 Years

F-31

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

14 Stock based compensation (cont.)

Expected volatility — Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies.

Risk-free interest rate — This rate is based on the yield on a US government zero-coupon bond, having a term that most closely resembles the expected life of the option.

Expected term — This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company uses the simplified method to calculate the average expected term, which represents the average of the vesting period and the contractual term.

Expected dividend yield — Expected dividend yield is zero percent, as no dividend has been paid and the Company does not anticipate paying dividends on its common stock.

A summary of stock option activity during the years ended December 31, 2021 is set out below:

	Years Ended December 31, 2021
	Number of options			Weighted average exercise price			Weighted average remaining contractual life (years)		Aggregate intrinsic value
Outstanding at January 1		41,862.299		$	5.06			9.62	$	1,988,967
Granted		13,185.400			429.47
Forfeited		(4,983.894	)		(10.88	)
Exercised		(29,876.229	)		(2.13	)
Outstanding at December 31		20,187.576			285.17			11.61		1,164,204
Vested and exercisable as of December 31, 2021										6,626.813
Weighted average grant-date fair value of options granted during the period									$	60

Cash received by the Company upon the exercise of stock options during the years ended December 31, 2021 amounted to $60,562.

Effective as of April 1, 2022, each option award granted under the ESOP 2014 (whether any portion is a vested or unvested) is cancelled for no consideration without a concurrent replacement award (restricted stock units) as the terms of the restricted stock units awards including number of awards and related vesting conditions were not finalized. Therefore, the cancellation transaction was accounted for as a repurchase for no consideration. Previously unrecognized compensation cost for unvested options of $556,494 was recognized at the cancellation date of April 1, 2022.

No stock options were granted and no stock options were exercised for the period for January 1, 2022 up to the cancellation date. As of the cancellation date, the options outstanding were 20,187.576 out of which vested options were 6,658.063. Options outstanding had weighted average exercise price of $285.17, the weighted average remaining contractual life of options outstanding was 11.37 years, aggregate intrinsic value of options outstanding were $19,646,241, the aggregate intrinsic value of options outstanding and exercisable was $8,301,210 and weighted average remaining requisite vesting period was 2.92 years.

The aggregate intrinsic value of options is determined as the difference between the exercise price of the options and the estimated fair value of the common stock as of each period end.

The total stock-based compensation cost recognized for the years ended December 31, 2022 and 2021 is $603,882 and $77,020, respectively.

F-32

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

14 Stock based compensation (cont.)

2022 Employee Restricted Stock Unit Plan (“RSU Plan”)

During the year ended December 31, 2022, the Company implemented the RSU plan to issue such number of restricted stock units (“RSUs”), not exceeding 105,000.000 stock units at such price and on such terms and conditions as may be fixed or determined by the management.

On May 12, 2022, the Company has granted RSUs at fair market value at the grant date under the RSU plan. Each RSU represents the right to receive one share of the Company’s common stock. The RSUs granted typically have graded vesting schedules of four years from the respective grantee’s original service joining date with first cliff vesting at March 31, 2023 and remaining ratably 6.25% each quarter with an exception of certain RSU awards which are fully vested at the grant date itself. RSUs are subject to the grantee’s continued service relationship with the Company through each such vesting date except for fully vested RSUs given to grantee’s on the grant date. Though, some of the RSU’s are fully vested from an accounting perspective as there is no underlying service vesting condition but the shares of common stock would be legally allotted to the grantees at cliff vesting date of March 31, 2023 and ownership rights would be with the grantees from that date itself.

The summary of RSUs activity for the year ended December 31, 2022 is set out below:

	Year ended December 31, 2022
	Number of shares			Weighted average grant date fair value per share*
Granted		52,120.000			1,392.20
Vested pending settlement		(44,706.000	)		1,397.51
Forfeited		(1,446.000	)		1,397.51
Unvested units as of December 31, 2022		5,968.000			1,351.15

* The fair value of RSUs is estimated based on the fair value of the Company’s common stock which is referenced to Company’s recent merger transaction (Note 1) which reflects a pre-money enterprise value as at the grant date.

During the year ended December 31, 2022, total RSU’s vested from an accounting perspective were 44,706.000, of which approximately 8,719.944 units will be withheld for statutory tax withholding requirements as issuance would be done on a net basis. This tax settlement and shares in common stock would be allotted by the Company on March 31, 2023 and the final tax truing up adjustment would be done at that date itself.

Total compensation cost for RSUs amounted to $65,871,147, which included $61,709,849 towards fully vested RSUs for the year ended December 31, 2022.

As of December 31, 2022, the total remaining unrecognized stock-based compensation cost for unvested RSUs amounted to $4,669,583, which will be recognized over the weighted average remaining requisite vesting period of 1.18 years.

F-33

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

14 Stock based compensation (cont.)

Stock-based compensation expense for the stock options and RSUs, has been recorded as follows:

	Year ended December 31, 2022
	2022		2021
Cost of revenue		896,511		—
Product and technology		5,892,394		(98,487	)
Sales and marketing		4,998,640		10,217
General and administrative		54,687,484		165,290
		66,475,029		77,020

15 Retirement benefits

The Company has employee benefit plans in the form of certain statutory and other programs covering its employees.

Defined benefit plan (Unfunded)

In accordance with Indian law, the Company provides a defined benefit retirement plan (the “Gratuity Plan”) covering substantially all of its Indian employees. The Gratuity Plan provides a lump-sum payment to vested employees upon retirement or termination of employment in an amount based on each employee’s salary and duration of employment with the Company. The Gratuity Plan benefit cost for the year is calculated on an actuarial basis. The Company contributes the required funding for all ascertained liabilities to the Gratuity Plan. There is no plan asset against the defined benefit plan.

The following table sets forth the amounts recognized in the Company’s consolidated financial statements based on actuarial valuations carried out as of December 31, 2022 and 2021:

	Year ended December 31,
	2022			2021
Change in benefit obligation
Projected benefit obligation at the beginning		230,588			205,139
Interest costs		11,676			10,174
Service costs		52,170			49,243
Actuarial gain		(31,227	)		(14,553	)
Benefits paid		(6,602	)		(14,634	)
Effect of exchange rate changes		(23,827	)		(4,781	)
Projected benefit obligation at the end		232,778			230,588
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities (recorded under accrued expenses and other current liabilities)		44,493			44,277
Non-current liabilities (recorded under other liabilities)		188,285			186,311
Unfunded amount recognized		232,778			230,588

F-34

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

15 Retirement benefits (cont.)

Net defined benefit plan costs include the following components for:

	Year ended December 31,
	2022			2021
Interest costs		11,676			10,174
Service costs		52,170			49,243
Actuarial gain		(31,227	)		(14,553	)
Total		32,619			44,864

The Company estimates that it will pay $38,780 in fiscal 2023 related to contributions to defined benefit plans.

The principal assumptions used in determining gratuity for the Company’s plans are shown below:

	As of December 31,
	2022			2021
Discount rate		7	%		5	%
Rate of increase in compensation per annum		15	%		15	%
Retirement age (in years)		58			58

The Company evaluates these assumptions based on projections of the Company’s long-term growth and prevalent industry standards.

The expected benefit plan payments set forth below reflect expected future service:

Year ending December 31,	Amounts
2023		38,780
2024		38,166
2025		37,111
2026		34,401
2027		33,544
Thereafter		95,701
		277,703

The Company’s expected benefit plan payments are based on the same assumptions that were used to measure the Company’s benefit obligations as of December 31, 2022.

Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards defined contribution schemes. For the year ended December 31, 2022 and 2021, the Company contributed $73,031 and $44,755, respectively, to defined contribution plans in India.

16 Other liabilities

	As of December, 31
	2022		2021
Other liabilities consist of the following:
Deferred income tax liabilities		2,221		4,210
Deferred revenue		540,594		—
Retirement benefits (note 15)		188,285		186,311
		731,100		190,521

F-35

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

17 Warrant liabilities

In connection with the Harbert loan, the Company granted the lender, warrants equal to EUR 1,200,000 divided by the strike price of $500 per share (Tranche 1) and with respect to the additional facility dated February 25, 2021 additional warrants were granted equal to EUR 1,050,000 divided by the strike price of $730 per share (Tranche 2). Further, on April 29, 2022 additional warrants were granted equal to $730,000 divided by the strike price of $1,050 per share (Modified Warrants).

Tranche 1 and Tranche 2 warrant holders are guaranteed a minimum payout of EUR 2,500,000 (or $463 and $676 per warrant) in a scenario when equity share value falls below $963 and $1,406 and are guaranteed a minimum payout of EUR 1,500,000 (or $625 per warrant) in a scenario when equity share value falls below $1,125. Modified Warrants have a minimum exit value of EUR 300,000.

Further, in connection with the financing agreement with Blue Torch Finance LLC, the Company granted warrants to lenders which are exercisable for an aggregate of 9,660 shares of the Company’s common stock at $0.001 per share.

The Warrant has been treated as a liability whereby the value of the Warrant is estimated at the date of grant and recorded as a liability and as a discount on the loan facility. The warrant liability is revalued to fair value at each reporting date with the corresponding earnings (loss) reflected in the consolidated statements of operations as a change in fair value of warrant liability. The discount is amortized ratably through the original maturity date and each of the extended maturity dates.

The estimated fair value of the Company’s warrant liabilities, all of which are related to the detachable warrants issued in connection with the loan facilities, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates.

A comparison of the assumptions used in calculating estimated fair value of such warrant liabilities as of December 31, 2022 and 2021 is as follows:

	As of December, 31
	2022	2021
Volatility	85.0% - 91.8%	58.0%
Risk-free rate	3.8% - 3.9%	0.22%
Contractual term (years)	6.1 - 9.9	0.58
Exercise price	500 - 1,512	963 – 1,406
Number of warrants in aggregate	14,961.265	4,606.027

Refer to note 25 for details on fair valuation methodology and summary of the changes in fair value.

18 Redeemable convertible preferred stock

On March 31, 2021, the Company issued 66,140.480 Series U Preferred stock amounting to $69,339,742 as purchase consideration to acquire 100% of the outstanding equity interests in UberMedia (see note 3). The preferred stock issuance costs were not material.

F-36

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

18 Redeemable convertible preferred stock (cont.)

As of December 31, 2022 and 2021, the Company’s redeemable convertible preferred stock consisted of the following:

As of December 31, 2022 and 2021

	Authorized $0.0001 par value		Shares issued and outstanding		Issuance price per share		Per share conversion price		Aggregate redemption amount		Carrying value
Series A		95,418.000		95,418.000		62.8		62.8		11,987,196		9,814,725
Series B		49,635.000		49,635.000		377.8		377.8		37,500,000		32,074,289
Series C		4,910.000		4,909.756		1,018.4		1,018.4		10,000,000		8,412,280
Series D		91,195.000		91,194.915		666.7		666.7		121,000,000		87,189,092
Series U		66,141.000		66,140.480		1,048.4		1,048.4		72,558,109		69,926,851
		307,299.000		307,298.151						253,045,305		207,417,237

The characteristics of the Company’s redeemable convertible preferred stock are as follows:

Dividend

The holders of all the series shall be entitled to receive on a pari-passu basis except the holders of Series D preferred stock, who shall be entitled to receive in priority to the Series A, Series B, Series C and Series U holders, non-cumulative dividends in preference to any dividend on common stock at the rate of 8% of the original issue price per annum, whenever funds are legally available and when, as and if declared by the board. No dividend shall be declared or paid on the common stock or any of them unless dividend have been declared and paid on the preferred stock.

Voting rights

Each holder of preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock held by such holder could be converted as of the record date.

Conversion rights

Holders of preferred stock shall be entitled to convert all or any of the preferred stock into fully paid common stock at any time at the conversion ratio of one common stock for every one preferred stock.

Liquidation preference

In the event of liquidation, dissolution, winding up, any transaction resulting in loss of majority voting powers or control of the board of directors or sale, lease, license or other transfer of 50% or more of the Company’s assets (“Liquidation event”), first to the holders of Series D preferred stock, second to the holders of Series A Preferred stock, Series B Preferred stock, Series C Preferred stock and Series U Preferred stock on a pari passu basis and third, to the holders of common stock and the electing stockholders in the event such electing stockholders have elected to give up their right to receive the preference amount.

F-37

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

18 Redeemable convertible preferred stock (cont.)

Such holders shall be paid an amount equal to (a) in the repayment of investment amount (based on, Series A, Series B, Series C, Series D and Series U original issue price) together with any arrears of any declared but unpaid non-cumulative dividend calculated to the date of payment over holders of common stock; and (b) any remaining liquidation proceeds after above payments, shall be distributed amongst all the stockholders (including the holders of preferred stock) in proportion to their respective stockholding.

If upon a liquidation event, the assets of the Company legally available for distribution to the holders of the preferred stock are insufficient to permit the payment to such holders of the full liquidation preference amount, then the entire assets of the Company legally available for distribution shall be distributed among all the holders of preferred stock in proportion to the liquidation preference such holders would otherwise be entitled to receive.

Anti-dilution rights

The Conversion price of the preferred stock will be subject to adjustment on a broad-based weighted average basis in the event that the Company issues additional shares at a purchase price less than the then current conversion price.

In fiscal year 2019, the Company issued 2,280.000 number of warrants to Series C preferred stockholders to purchase 2,280.000 of the Company’s fully paid common stock (i.e., 1:1) at an exercise price of $10 per share as a settlement of down round/anti-dilution adjustment triggering from issue of Series D preferred stock. Warrants given to the Series C Holders gave them the same benefit that they could have derived on downward adjustment to the conversion price i.e., effectively there is no gain/loss position from change in the legal form of the instrument (preferred stock to warrants). In accordance with ASC Subtopic 815-10, the warrants are deemed legally detachable and separately exercisable from the preferred stock and, thus, accounted for as a freestanding instrument. furthermore, as the number of shares to be purchased by preferred stockholders are fixed, the warrants are considered indexed to the Company’s own share as it also meets the additional conditions set forth in ASC 815-40-25-7 through 38. Accordingly, these warrants are equity classified and recognized under additional paid in capital. These are initially measured in relation to the underlying Series C preferred stock. During the year ended December 2022, the holders of these warrants exercised their rights in whole by making payment of contractual exercise price amount.

Redemption

The holders of redeemable convertible preferred stock have no voluntary rights to redeem their shares. The redeemable convertible preferred stock have deemed liquidation provisions which require the shares to be redeemed upon a change in control or deemed liquidation event as defined above. Further, subject to the priority in redemption of Series D Preferred stock, all the preferred stockholders have a redemption right on or before the expiry of 4 years from the issue date or 31 May 2023, whichever is later (Exit Period), in the event that the initial public offering or strategic sale has not occurred during that exit period. Such right shall only be exercised subject to the fulfilment of conditions of the applicable law. Although the redeemable convertible preferred stock are not mandatorily or currently redeemable, a Liquidation event or non-occurrence of initial public offering would constitute a redemption event outside the Company’s control. As a result of these liquidation features, all shares of redeemable convertible preferred stock have been classified outside of stockholders’ deficit on the consolidated balance sheets.

Accretion of redeemable convertible preferred stock

The Company records its redeemable convertible preferred stock at the amount of cash proceeds received (which also approximates fair value) on the dates of issuance, net of issuance costs except Series U preferred stock which were issued as consideration for acquisition of UberMedia Inc. and initially recorded at its fair value on the acquisition date. Since the preferred stock are not currently redeemable, but are probable of becoming redeemable at the option of the preference stockholders at a future date, the Company accretes the carrying amount of its redeemable convertible preferred stock to equal the redemption value at the end of each reporting period using the interest method. The accretion is charged against accumulated deficit. The redemption value of the redeemable convertible preferred stock in relation to Series A, Series B, Series C and Series D Preferred stock, are a USD equivalent of 2 times of the respective investment amount, plus any declared but unpaid dividends on the relevant preferred stock and in relation to Series U Preferred stock, a USD equivalent of 1.5 times of the investment amount, plus any declared but unpaid dividends on the Series U preferred stock.

F-38

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

18 Redeemable convertible preferred stock (cont.)

The Company received a letter of intent dated August 26, 2021 from KludeIn I Acquisition Corp., a Delaware blank check company, for the potential business combination which would result in a qualified IPO position ultimately. Pursuant to this transaction, the Company determined that it is more than remote that a qualified IPO will occur before a redemption feature becomes exercisable. Accordingly, the Company did not accrete redeemable convertible preferred stock in accordance with ASC 480-10-S99-3A for the period after August 26, 2021 in fiscal year 2021. Subsequently, on May 18, 2022, the Company and KludeIn Acquisition Corp. entered into an agreement and plan of merger that will transform the Company in a public company.

19 Common stock

The authorized capital stock of the Company consists of five hundred thousand (500,000.000) shares, which consist of (i) one hundred ninety-two thousand seven hundred one (192,701.000) shares of common stock, $0.0001 par value, and (ii) an aggregate of three hundred seven thousand two hundred ninety-nine (307,299.000) shares of five series of preferred stock, $0.0001 par value, consisting of ninety-five thousand four hundred and eighteen (95,418.000) shares of Series A preferred stock, $0.0001 par value; forty-nine thousand six hundred thirty-five (49,635.000) shares of Series B preferred stock, $0.0001 par value; four thousand nine hundred ten (4,910.000) shares of Series C preferred stock, $0.0001 par value; ninety-one thousand one hundred ninety-five (91,195.000) shares of Series D preferred stock, $0.0001 par value; and sixty-six thousand one hundred forty-one (66,141.000) shares of Series U preferred stock, $0.0001 par value.

The holders of common stock are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. In the event of liquidation, the holders of common stock are eligible to receive the remaining assets of the Company after distribution to holders of preferred stock based on their liquidation preference. The common stockholders have no preemptive, subscription, redemption or conversion rights.

As of December 31, 2022 and 2021, 77,057.894 and 71,963.894 shares of common stock were issued and outstanding, respectively.

The following table summarizes the Company’s common stock reserved for future issuance on an as-converted basis:

	As of December, 31
	2022		2021
Conversion of outstanding redeemable convertible preferred stock		307,298.151		307,298.151
Stock options issued and outstanding		—		20,187.576
Restricted stock units (vested pending settlement and unvested)		50,674.000		—
Warrants		14,961.265		6,886.027
Remaining shares available for future issuance under the ESOP Plan		—		101,457.955
Remaining shares available for future issuance under the RSU Plan		33,008.690		—

F-39

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

20 Revenue

The Company primarily derive subscription based revenue from customers’ access to its cloud based data intelligence platform. The customers use the platform to obtain actionable market intelligence in order to execute their digital marketing campaigns.

The following table summarizes revenue by the Company’s service offerings:

	Year ended December 31,
	2022		2021
Core Subscription Revenue		51,862,758		38,940,524
Sale of operational products recognized point in time		7,883,013		6,380,151
		59,745,771		45,320,675

Disaggregation of revenue

The following table shows the disaggregation of revenue by geographic areas, as determined based on the country location of its customers:

	Year ended December 31,
	2022		2021
Australia		4,567,608		4,170,115
France		12,022,258		6,601,755
India		103,900		371,475
Japan		309,063		199,695
Singapore		402,747		738,226
UAE		390,767		653,298
United Kingdom		1,558,806		2,334,095
United States		39,174,040		28,998,625
Others		1,216,582		1,253,391
		59,745,771		45,320,675

There were two customers that individually represented 30.0% and 16.1% of the Company’s revenue for the year ended December 31, 2022 and two customers that individually represented 61.4% and 10.8% of the Company’s accounts receivable balance as of December 31, 2022.

There was one customer that individually represented 29.5% of the Company’s revenue for the year ended December 31, 2021 and three customers that individually represented 32.1%, 14.1% and 11.7% of the Company’s accounts receivable balance as of December 31, 2021.

F-40

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

20 Revenue (cont.)

Deferred revenue

Deferred revenue consists of customer billings in advance of revenue being recognized from the Company’s subscription services arrangements. The following table summarizes the changes in the balance of deferred revenue during the periods:

	Year ended December 31,
	2022			2021
Balance at beginning of the period		2,171,668			249,804
Add: Billings		8,086,620			4,553,356
Add: Acquired in business combination		—			1,874,182
Less: Revenue recognized*		(6,923,927	)		(4,502,956	)
Less: foreign exchange loss		13,029			(1,998	)
Balance at end of the period		3,347,390			2,171,668

* includes revenue recognized of $ 2,106,485 and $ 249,084 for the year ended December 31, 2022 and 2021, respectively that was included in the deferred revenue balance at the beginning of the period.

Contract assets

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in “prepaid expenses and other current assets” and “other assets” in the consolidated balance sheets.

21 Interest expense, net

	Year ended December 31,
	2022		2021
Interest expense, net consists of the following:
Interest expense:
Interest on loans		6,174,086		2,821,388
Finance cost to related party		57,897		—
Interest income:
Deposits and short term investments		53,561		153,988
Finance income from related party		19,638		—
		6,158,784		2,667,400

22 Other income, net

	Year ended December 31,
	2022		2021
Income from marketable securities		11,644		21,077
Other		657,087		408,160
		668,731		429,237

F-41

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

23 Income taxes

The Company is subject to United States federal and state as well as other foreign income taxes.

The income tax expense consists of the following:

	Year ended December 31,
	2022			2021
Current:
Federal		—			4,316
State		17,551			5,755
Foreign		495,058			287,682
Total current		512,609			297,753
Deferred:
Federal		—			—
State		—			—
Foreign		(13,442	)		7,603
Total provision		499,167			305,356

The reconciliation of the statutory income tax rate to the Company’s effective tax rate are as follows:

	Year ended December 31,
	2022			2021
U.S federal statutory income tax rate (a)		21.0	%		17.0	%
Valuation allowance		(17.3	)%		(15.4	)%
Non-deductible expenses		(0.2	)%		(3.6	)%
Stock based compensation		(5.0	)%		—
Credits		0.4	%		—
Internal restructuring		—			(0.3	)%
Foreign rate differential		(0.5	)%		0.8	%
State and local income taxes, net of federal benefit		2.2	%		—
Others		(1.1	)%		—
Effective tax rate		(0.5	)%		(1.5	)%

(a) The statutory income tax rates used are U.S. and Singapore for the years ended December 31, 2022 and 2021, respectively, which represents the Company’s country of domicile during the respective year.

F-42

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

23 Income taxes

The significant components of the Company’s deferred tax assets and liabilities are as follows:

	As of December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards		18,495,760			13,109,201
Stock based compensation		10,142,989			—
Accrued expenses		63,627			—
Interest limitation		1,626,806			—
R&D and other tax credit carryforwards		3,275,931			2,916,264
Operating lease liabilities		235,782			324,503
Retirement benefits		—			58,034
Property and equipment		—			341
Others		325,324			462,697
Total deferred tax assets		34,166,219			16,871,040
Valuation allowance		(33,046,626	)		(14,063,564	)
Total deferred tax assets, net of valuation allowance		1,119,593			2,807,476
Deferred tax liabilities:
Depreciation and amortization		(820,603	)		(2,423,334	)
Operating lease right-of-use assets		(216,741	)		(305,772	)
Marketable securities		—			(4,210	)
Total deferred tax liabilities		(1,037,344	)		(2,733,316	)
Net Deferred tax assets		82,249			74,160

F-43

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

23 Income taxes (cont.)

	As of December 31,
Classified as	2022		2021
Deferred income tax assets		84,470		78,370
Deferred income tax liabilities		2,221		4,210

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, the Company recorded a valuation allowance against the Federal, state and international deferred tax assets of $33,046,626 as of December 31, 2022.

As of December 31, 2022, the Company has federal net operating losses of $50,435,271, state net operating losses of approximately $62,000,000 and foreign net operating losses of approximately $28,000,000. The Federal and state net operating losses begin to expire in 2030. The foreign net operating losses will carryforward indefinitely. Of the $50,435,271 of the total federal net operating losses, approximately $22,000,000 was generated after December 31, 2017 and will carry forward indefinitely but is subject to an 80% income limitation.

At December 31, 2022, the Company had federal and state research tax credit carryforwards of $3,763,076 and $1,090,913, respectively. Federal credit carryforwards will start to expire in 2029 and state credit carryforwards do not expire.

At December 31, 2022 and 2021, the Company recorded $1,456,197 and $1,302,053 respectively, of unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. During the years ended December 31, 2022 and 2021, the Company recognized no interest and penalties related to uncertain tax positions.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2022 is Nil, due to the valuation allowance that would otherwise be recorded on the deferred tax asset associated with the recognized position.

.The tax years ended December 31, 2019 through December 31, 2022 remain open to examination by the Internal Revenue Service and California Franchise Tax Board. In addition, the utilization of net loss carryforwards are subject to Federal and State review for the periods in which those net losses were incurred. The Company is not under audit by any taxing jurisdictions at this time.

Utilization of the net operating loss and research tax credit carryforwards may be subject to an annual limitation based on changes in ownership, as defined by Section 382 and 383 of the Internal Revenue Code of 1986, as amended. The Company has done a preliminary Section 382 study and has determined that $30,300,000 of the state net operating losses will be permanently impaired due to the limitations.

F-44

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

23 Income taxes (cont.)

The Inflation Reduction Act was passed in August 2022, providing significant incentives for businesses to become more energy efficient by extending, increasing or expanding credits applicable to the production of clean energy and fuels as well as other provisions. These changes did not have a material impact on the tax provision of the Company.

24 Net loss per share attributable to common stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

	Year ended December 31,
	2022			2021
Net loss attributable to common stockholders		(104,221,432	)		(21,055,599	)
Less: Accretion to preferred stock redemption value		—			(13,463,002	)
		(104,221,432	)		(34,518,601	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		96,835.154			63,992.300
Net loss per share attributable to common stockholders, basic and diluted		(1,076.28	)		(539.42	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect:

	As of December 31,
	2022		2021
Redeemable convertible preferred stock		307,298.151		307,298.151
Stock based compensation		—		20,187.576
Unvested restricted stock units		5,968.000		—
Warrants		14,961.265		6,886.027
Total		328,227.416		334,371.754

F-45

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

25 Fair value measurements

The Company measures certain financial assets and liabilities, including derivative instruments, at fair value on a recurring basis. The fair value measurements of these financial assets and liabilities were determined using the following inputs as of December 31, 2022 and 2021:

	As of December 31, 2022
	Fair value measurements at reporting date using
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs		Total
		(Level 1)		(Level 2)		(Level 3)
Liabilities
Warrant liabilities(b)		—		—		16,765,776		16,765,776

	As of December 31, 2021
	Fair value measurements at reporting date using
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs		Total
	(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities(a)		260,417		—		—		260,417
Liabilities
Warrant liabilities(b)		—		—		5,376,932		5,376,932

(a) Warrant liabilities

The fair value of the warrant liabilities, which are related to the detachable warrants issued in connection with the Harbert loan, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates.

(b) The fair value of the marketable securities are valued using the closing NAV.

The following table presents the changes in fair value of warrant liabilities:

	Year ended December 31,
	2022			2021
Liability at beginning of the period		5,376,932			2,436,998
Additions		12,179,537			1,399,039
Change in fair value(1)		(790,693	)		1,540,895
Liability at end of the period		16,765,776			5,376,932

(1) Changes in the fair value of warrant liabilities are reported in the consolidated statements of operations. The Company has determined that no adjustments to the fair values of its instruments recorded under the fair value option for instrument-specific credit risk were required at December 31, 2022 and 2021.

F-46

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

25 Fair value measurements (cont.)

The Company did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2022 and 2021.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value because their respective maturities are of short-term duration. The carrying value of the term loans were determined to approximate fair value due to the interest rate on the loans that approximate prevailing market interest rates as of each reporting period.

26 Strategic investments

a) XLocations Inc.

The Company invested in XLocations Inc. in the amount of $137,100 in February 2018. In May 2018, additional funding from external investors received by XLocations Inc resulted in a dilution of the Company’s equity interest from 60% to 26.25%.

Despite the equity interest of 26.25%, the Company believes it does not have the ability to significantly influence the operational and financial policies of the investee and uses the measurement alternative for equity investments without readily determinable fair values. Accordingly, the retained interest was fair valued on the date of loss of control for $637,671. The basis for the measurement of fair value for this equity investment is Level 3 in the fair value hierarchy.

The carrying value of this investment amounted to $618,171 as of December 31, 2021 and 2021 respectively. The investment is included in other assets on the consolidated balance sheets. For the years ended December 31, 2022 and 2021, the Company assessed there was no permanent diminution in the value of the investment and accordingly, no impairment charge was recorded. There have been no upward or downward adjustments to this investment during the years ended December 31, 2022 and 2021.

b) Memob Plus FZ LLC

On July 2, 2021, the Company entered into a subscription and shareholders agreement to subscribe for 30 shares representing 10 percent of the issued share capital of Memob Plus FZ LLC, a free zone limited liability company incorporated in Dubai, in consideration for the payment of the aggregate amount of $2,000,000 comprising the amount of $500,000 in cash and $1,500,000 in kind consideration. The payment of the in-kind consideration deemed to have been satisfied by virtue of the execution of the Data Usage Agreement dated September 1, 2020.

The Company believes it does not have the ability to significantly influence the operational and financial policies of the investee and uses the measurement alternative for equity investments without readily determinable fair values. The carrying value of this investment amounted to $2,000,000 as of December 31, 2022 and 2021. The investment is included in other assets on the consolidated balance sheets. For the year ended December 31, 2022 and 2021, the Company assessed there was no permanent diminution in the value of the investment and accordingly, no impairment charge was recorded. There have been no upward or downward adjustments to this investment during the years ended December 31, 2022 and 2021.

F-47

Near Intelligence Holdings Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in $, except per share data and share count)

27 Commitments and Contingencies

Commitments

The following table presents the Company’s future minimum purchase commitments at December 31, 2022. Purchase commitments primarily include contractual Commitments for the purchase of data, hosting services and software as a service arrangement:

Year ending December 31,	Contractual commitments
2023		3,309,184
2024		3,627,551
2025		18,368
		6,955,103

Litigation and loss contingencies

From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, legal proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending legal proceedings that the Company believes will have a material adverse impact on the business or consolidated financial statements.

On July 12, 2022, Near received a letter from a company called Near GmbH claiming that Near is infringing Near GmbH’s European Union trademark registration for “Near” and its corresponding business designation rights in France. Near responded to Near GmbH stating that Near had received the letter and is evaluating its contents. Near’s German trademark counsel spoke to Near GmbH’s counsel in August 2022 and discussed a potential resolution to the matter. At this time no settlement agreement has been executed, but Near believes that it is reasonably possible that a loss may be incurred. The possible loss is estimated to be between $25,000 and $75,000.

28 Related party transactions

During April 2021, the Company was formed for the purpose of reorganization by Near Pte. Ltd. Post capital reduction, the Company’s Chief Executive Officer (the “Executive”) became sole owner of Near Pte. Ltd. Transactions with Near Pte. Ltd. and its affiliates are considered to be related parties due to the Executive’s direct ownership as well as his executive position in both the Company and Near Pte. Ltd.

During the year ended December 31, 2022, the Company advanced to Near Pte. Ltd. an amount of $ 1,777,675 bearing interest at 2.88% per annum. The advance to related party including accrued interest of $19,638 is included in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2022. No interest was received for the year ended December 31, 2022.

During year ended December 31, 2022, the Company obtained borrowings of $2,213,493 from Near India Private Limited, an affiliate of Near Pte. Ltd., bearing interest at 7% per annum. Short term borrowing to related parties including accrued interest of $57,897 with a foreign exchange impact of $32,950 is included in accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2022. The Company has repaid $118,633 of principal during the year ended December 31, 2022. No interest was paid during the year ended December 31, 2022.

29 Subsequent events

On May 18, 2022, KludeIn I Acquisition Corp. (“KludeIn”), a Delaware corporation listed with NASDAQ in the United States, and Near Pte. Ltd. entered into an Agreement and Plan of Merger that will transform the Company into a publicly listed company. On February 13, 2023, a notice of effectiveness on Form S-4 was received from the Securities and Exchange Commission and KludeIn is expected to hold a special meeting on March 20, 2023 in lieu of the 2022 annual meeting of KludeIn stockholders (the “Special Meeting”) to consider matters relating to the consummation of the Business Combination.

F-48

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On March 23, 2023 (the “Closing Date”), KludeIn consummated the previously announced Business Combination with Near Holdings. Pursuant to the Merger Agreement, (a) Merger Sub 1 merged with and into Near Holdings, with Near Holdings surviving the merger as a wholly owned subsidiary of KludeIn (the “First Merger”) and (ii) immediately following the First Merger, Near Holdings, as the surviving entity of the First Merger, merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). In connection with the Mergers, KludeIn changed its corporate name to “Near Intelligence, Inc.” (“Near”).

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the combination of the historical financial information of KludeIn and Near Holdings adjusted to give effect to the Business Combination.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the audited historical consolidated balance sheet of KludeIn as of December 31, 2022 with the audited historical consolidated balance sheet of Near Holdings as of December 31, 2022, giving effect to the Business Combination, as if it had been consummated as of that date.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 combines the audited historical consolidated statement of operations of KludeIn for the year ended December 31, 2022 with the audited historical consolidated statement of operations of Near Holdings for the year ended December 31, 2022, giving effect to the Business Combination, as if it had been consummated as of January 1, 2022, the beginning of the earliest period presented.

The historical financial information has been adjusted to give pro forma effect to events that relate to material financing and equity transactions consummated after December 31, 2022 and pro forma adjustments that are directly attributable to the Business Combination. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

The unaudited pro forma condensed combined statements of operations do not necessarily reflect what the combined company’s results of operations would have been had the Business Combination occurred on the date indicated. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. KludeIn and Near Holdings have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. This information should be read together with the following:

● the historical audited consolidated financial statements of KludeIn as of December 31, 2022 and 2021 and for the years ended, included in KludeIn’s Annual Report on Form 10-K, filed on March 17, 2023;

● the historical audited consolidated financial statements of Near Holdings as of and for the years ended December 31, 2022 and 2021, as included as an Exhibit in this Form 8-K;

● the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KludeIn,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Near” and other financial information included in the Definitive Proxy Statement and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Near” included in this Form 8-K; and

● other information relating to KludeIn and Near Holdings included in this Form 8-K, including the Merger Agreement and the description of certain terms thereof set forth under the section entitled “Introductory Note.”

Description of the Business Combination

On the Closing Date, KludeIn issued Merger Consideration in the aggregate amount of 42,109,018 shares.

Simultaneously with the Merger Agreement, KludeIn entered into the Common Stock Purchase Agreement with CF. Pursuant to the Common Stock Purchase Agreement, following the Closing, Near, as KludeIn’s successor, will have the right to sell to CF up to a Total Commitment of $100,000,000 in shares of Near Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Near will not have the right to commence any sales of Near Common Stock to CF under the Common Stock Purchase Agreement until the Commencement (as defined in the Common Stock Purchase Agreement), which is the time when all of the conditions to the Near’s right to commence sales of Near Common Stock to CF set forth in the Common Stock Purchase Agreement have been satisfied, including that a registration statement relating to the Common Stock to be issued in the Common Stock Financing is filed and declared effective by the SEC. After the Commencement, Near will have the right from time to time at its sole discretion until the first day of the month next following the 36-month period from and after the Commencement, to direct CF to purchase up to a specified maximum amount of shares of Near Common Stock as set forth in the Common Stock Purchase Agreement by delivering written notice to CF prior to the commencement of trading on any trading day. Near will control the timing and amount of any sales of Near Common Stock to CF, subject to limitations set forth in the Common Stock Purchase Agreement. Actual sales of shares of Near Common Stock to CF under the Common Stock Purchase Agreement will depend on a variety of factors, including, among other things, market conditions and the trading price and trading volume of the Near Common Stock.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, KludeIn, who is the legal acquirer, will be treated as the “acquired” company for accounting purposes and Near Holdings will be treated as the accounting acquirer. Accordingly, the Business Combination will be treated as the equivalent of Near Holdings issuing shares at the closing of the Business Combination for the net assets of KludeIn as of the closing date, accompanied by a recapitalization. The net assets of KludeIn will be stated at historical cost, with no goodwill or other intangible assets recorded.

Near Holdings has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

● Near Holdings’ stockholders have the largest voting interest in Near;

● The board of directors of the post-combination company has five members, and Near Holdings stockholders have the ability to nominate at least the majority of the members of the board of directors;

● Near Holdings’ senior management is the senior management of the post-combination company;

● The business of Near Holdings comprises the ongoing operations of Near; and

● Near Holdings is the larger entity, in terms of substantive operations and employee base.

Basis of Pro Forma Presentation

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 42,109,018 combined company shares issued to Near Holdings stockholders.

The following presents the calculation of basic and diluted weighted average shares outstanding. The computation of diluted income (loss) per share excludes the effect of public and private warrants to purchase 13,825,000 shares because the inclusion of any of these securities would be anti-dilutive.

Weighted average shares calculation, basic and diluted
KludeIn public shares	199,125
KludeIn Sponsor and director shares, net of forfeited shares	4,075,000
Combined company shares issued in Business Combination	42,109,018
Weighted average shares outstanding(1)	46,383,143
Percent of shares owned by Near Holdings holders	90.8	%
Percent of shares owned by KludeIn public holders	0.4	%
Percent of shares owned by KludeIn Sponsor and directors	8.8	%

(1) Does not reflect the shares that could be issued under the Common Stock Purchase Agreement. Pursuant to the Common Stock Purchase Agreement, as amended, Near has the right to sell to CF Principal Investments LLC (“CF”) up to a Total Commitment (as defined in the Common Stock Purchase Agreement) of $100,000,000 in shares of Near Common Stock after the Closing, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. In connection with the Common Stock Purchase Agreement, the parties agreed that CF would receive a number of shares (the “Advisory Fee Shares”) of Near Common Stock equal to the greater of (i) 600,000 shares of Near Common Stock and (ii) the quotient obtained by dividing (x) $6,000,000 by (y) the VWAP of the Near Common Stock over the five trading days immediately preceding the date of the initial filing of the registration statement covering the resale of the Advisory Fee Shares, provided that clause (y) may in no event be less than $2.06.  In addition, KludeIn agreed to pay CF Principal Investments LLC (“CFPI”), in lieu of the commitment fee otherwise payable to CFPI in Commitment Shares (as defined in the CF Purchase Agreement), a non-refundable cash fee equal to $2,000,000 (the “Cash Fee”), which will be payable by the Company to CFPI on or prior to May 31, 2023. Assuming the shares issuable under the Common Stock Purchase Agreement are issued and outstanding as of the Closing, the percentage ownership held or represented by (i) former KludeIn non-redeeming public stockholders, (ii) the Sponsor and directors, (iii) former Near Holdings Stockholders and (iv) CF would total 0.3%, 7.1%, 73.6% and 19.0%, respectively.

2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2022

	(A)
	Near Holdings			(B) KludeIn			Transaction Accounting				Pro Forma
	(Historical)			(Historical)			Adjustments				Combined
Assets
Current assets:
Cash and cash equivalents	$	16,599,897		$	101,161		$	6,472,691		(1)	$	16,872,772
								(4,270,300	)	(2)
								(2,030,677	)	(3)
Restricted cash		44,398,144			-			-				44,398,144
Accounts receivable		26,011,486			-			-				26,011,486
Prepaid expenses and other current assets		4,963,268			-			-				4,963,268
Total Current Assets		91,972,795			101,161			171,714				92,245,670
Property and equipment, net		4,658,579			-			-				4,658,579
Operating lease right-of-use assets		4,038,350			-			-				4,038,350
Goodwill		61,994,758			-			-				61,994,758
Intangible assets, net		10,689,108			-			-				10,689,108
Other assets		2,882,015			-			-				2,882,015
Cash and marketable securities held in Trust Account		-			107,332,749			(6,472,691	)	(1)		-
								(100,993,709	)	(1a)
								133,651		(6)
Total Assets	$	176,235,605		$	107,433,910		$	(107,161,035	)		$	176,508,480
Liabilities and Stockholders’ (Deficit) Equity
Current Liabilities
Accounts payable	$	9,992,164		$	2,611,826		$	15,181,666		(3)	$	27,785,656
Accrued expenses		20,004,468			-			-				20,004,468
Income taxes payable		-			124,974			-				124,974
Extension Funds from Sponsor		-			1,373,380			-				1,373,380
Near Extension Note		-			686,690			-				686,690
Current portion of long-term borrowings		2,783,060			-			-				2,783,060
Operating lease liabilities		936,685			-			-				936,685
Total current liabilities		33,716,377			4,796,870			15,181,666				53,694,913
Long-term borrowing, less current portion		85,563,588			-			-				85,563,588
Long-term operating lease liabilities		3,299,259			-			-				3,299,259
Other liabilities		731,100			-			-				731,100
Warrant liabilities		16,765,776			1,106,000			-				17,871,776
Working capital loan		-			421,900			-				421,900
Deferred tax liability, net		-			71,622			-				71,622
Deferred underwriting fee payable		-			6,037,500			(6,037,500	)	(3)		-
Total Liabilities		140,076,100			12,433,892			9,144,166				161,654,158
Redeemable convertible preferred stock		207,417,237			-			(207,417,237	)	(4)		-
Common stock subject to possible redemption		-			107,207,356			(100,993,709	)	(1a)		-
								(6,213,647	)	(2)
		207,417,237			107,207,356			(314,624,593	)			-
Stockholders’ (Deficit) Equity
Common stock		8			431			19		(2)		4,638
								4,203		(4)
								(23	)	(5)
Additional paid-in capital		70,900,679			-			1,943,328		(2)		268,049,295
								195,205,265		(4)
								23		(5)
Accumulated deficit		(240,787,341	)		(12,207,769	)		(11,174,843	)	(3)		(251,828,533	)
								12,207,769		(4)
								133,651		(6)
Accumulated other comprehensive loss		(1,371,078	)		-			-				(1,371,078	)
Total Stockholders’ (Deficit) Equity		(171,257,732	)		(12,207,338	)		198,319,392				14,854,322
Total Liabilities and Stockholders’ (Deficit) Equity	$	176,235,605		$	107,433,910		$	(107,161,035	)		$	176,508,480

Refer to accompanying notes

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 2022

	(A)
	Near Holdings			(B) KludeIn			Transaction Accounting				Pro Forma
	(Historical)			(Historical)			Adjustments				Combined
Revenue	$	59,745,771		$	-		$	-			$	59,745,771
Costs and expenses:
Cost of revenue		18,667,419			-			-				18,667,419
Sales and marketing		23,508,921			-			-				23,508,921
Product and technology		27,254,765			-			-				27,254,765
General and administrative		74,361,222			-			480,000		(3)		74,841,222
Depreciation and amortization		9,818,985			-			-				9,818,985
Stock-based compensation expense		-			-			995,000		(3)		995,000
Operating expenses		-			3,900,302			11,174,843		(2)		15,075,145
Total costs and expenses		153,611,312			3,900,302			12,649,843				170,161,457
Operating loss		(93,865,541	)		(3,900,302	)		(12,649,843	)			(110,415,686	)
Interest expense, net		(6,158,784	)		-			-				(6,158,784	)
Other income		668,731			-			-				668,731
Loss on extinguishment of debt		(5,157,364	)		-			-				(5,157,364	)
Change in fair value of warrants		790,693			7,205,710			-				7,996,403
Change in fair value of convertible promissory note		-			341,057			-				341,057
Interest earned on investments held in Trust Account		-			1,760,120			(1,760,120	)	(1)		-
(Loss) income before taxes		(103,722,265	)		5,406,585			(14,409,963	)			(112,725,643	)
Provision for taxes		(499,167	)		(374,016	)		-		(4)		(873,183	)
Net (loss) income	$	(104,221,432	)	$	5,032,569		$	(14,409,963	)		$	(113,598,826	)
Weighted average shares outstanding, basic and diluted		-			18,242,850			28,140,293		(5)		46,383,143
Basic and diluted net income (loss) per share	$	-		$	0.28						$	(2.45	)

Refer to accompanying notes

4

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been adjusted to give effect to transaction accounting adjustments related to the Business Combination linking the effects of the Business Combination to the historical financial information.

The Business Combination will be accounted for as a reverse recapitalization in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. Near Holdings has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Business Combination will be treated as Near Holdings issuing equity for the net assets of KludeIn, with no goodwill or intangible assets recorded.

The pro forma adjustments have been prepared as if the Business Combination had been consummated on December 31, 2022, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Business Combination had been consummated on January 1, 2022, the beginning of the earliest period presented, in the case of the unaudited pro forma condensed combined statements of operations.

The pro forma condensed combined balance sheet as of December 31, 2022 has been prepared using the following:

● Near Holdings’ historical audited consolidated balance sheet as of December 31, 2022, as included as an Exhibit in this Form 8-K.

● KludeIn’s historical audited consolidated balance sheet as of December 31, 2022, included in KludeIn’s Annual Report on Form 10-K, filed on March 17, 2023.

The pro forma condensed combined statement of operations for the year ended December 31, 2022 has been prepared using the following:

● Near Holdings’ historical audited consolidated statement of operations for the year ended December 31, 2022, as included as an Exhibit in this Form 8-K.

● KludeIn’s historical audited consolidated statement of operations for the year ended December 31, 2022, included in KludeIn’s Annual Report on Form 10-K, filed on March 17, 2023.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Near after giving effect to the Business Combination. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The Company has elected not to present any “management adjustments.”

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Near Holdings and KludeIn.

2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2022

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2022 are as follows:

(A) Derived from the audited consolidated balance sheet of Near Holdings as of December 31, 2022.

(B) Derived from the audited consolidated balance sheet of KludeIn as of December 31, 2022.

(1) To reflect the release of cash from marketable securities held in the Trust Account.

(1a) To reflect the redemption of 9,786,530 Public Shares for cash payment of approximately $101.0 million in connection with the Second Extension.

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(2) To reflect (a) the redemption of 418,739 shares for cash payment of $4.3 million and (b) the reclassification of 190,562 shares subject to redemption to permanent equity for KludeIn stockholders who did not exercise their redemption rights.

(3) Reflects $24.2 million of estimated legal, financial advisory and other professional fees related to the Business Combination, representing the following:

(i) $14.2 million of estimated legal, financial advisory and other professional fees related to the Business Combination,

(ii) $6.0 million of deferred underwriting fees payable (BTIG agreement discussed elsewhere in this prospectus), and

(iii) $4.0 million of accounts payable and accrued transaction expenses, of which $2.0 million was repaid at the closing of the Business Combination.

The direct, incremental costs of the Business Combination related to the legal, financial advisory, accounting and other professional fees and waiver of the deferred underwriting fee payable of approximately $11.2 million is reflected as an adjustment to accumulated deficit.

(4) To reflect the recapitalization of Near Holdings through (a) the contribution of all the share capital in Near Holdings (consisting of redeemable preferred shares and ordinary shares) to Near common stock (b) the issuance of 42,109,018 Near shares and (c) the elimination of the historical accumulated deficit of KludeIn of $12.2 million, the legal acquirer.

(5) To reflect the forfeiture of 237,500 shares held by the Sponsor.

(6) To record interest earned on the marketable securities held in the Trust Account subsequent to December 31, 2022.

Unaudited Condensed Combined Pro Forma Adjustments to the Statements of Operations

3. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the Year Ended December 31, 2022

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations are as follows:

(A) Derived from the audited consolidated statement of operations of Near Holdings for the year ended December 31, 2022.

(B) Derived from the audited consolidated statement of operations of KludeIn for the year ended December 31, 2022.

(1) Represents an adjustment to eliminate interest income on marketable securities held in the Trust Account as of the beginning of the period.

(2)

Represents an adjustment to eliminate the effect of the pro forma balance sheet adjustment presented in Entry #2(3) above in the aggregate amount of $11.2 million for the direct, incremental costs of the Business Combination, assuming those adjustments were made as of the beginning of the fiscal year presented. As these costs are directly related to the Business Combination, they are not expected to recur in the income of the combined company beyond 12 months after the Business Combination.

(3)

Represents an adjustment to record cash based fees payable to non-employee directors in the amount of $0.5 million, as well as stock-based compensation expense in the amount of $1.0 million for RSUs granted to non-employee directors.

(4) Although the blended United Stated federal statutory rate for the redomesticated entity post business combination would be 21%, the combined pro forma information results in a net loss for tax purposes. As such, a full valuation allowance has been applied resulting in no adjustment.

(5) As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of all shares redeemed for the entire period.

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4. Net Income (Loss) per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2022. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

The amounts presented above and below do not give effect to any shares of Near common stock that may be issued pursuant to the Common Stock Purchase Agreement. Pursuant to the Common Stock Purchase Agreement, Near has the right to sell to CF up to $100,000,000 shares of Near Common Stock after the Closing, subject to the terms and conditions set forth therein. In connection with the execution of the Common Stock Purchase Agreement, Near will issue to CF $2,000,000 of shares of Near Common Stock at a per-share price based on the price of Near Common Stock on the Commencement Date as a commitment fee. Assuming the shares issuable under the Common Stock Purchase Agreement are issued and outstanding as of the Closing, basic and diluted net loss per share for the year ended December 31, 2022 would be $(1.96) per share.

The unaudited pro forma condensed combined financial information based upon the actual redemptions of KludeIn’s public shares upon the Closing is presented as follows:

Year Ended December 31, 2022
Net loss	$	(113,598,826	)
Weighted average shares outstanding – basic and diluted		46,383,143
Basic and diluted net loss per share	$	(2.45	)

Weighted average shares calculations, basic and diluted
KludeIn public shares	199,125
KludeIn initial stockholders, net of forfeited shares	4,075,000
Near Holdings stockholders	42,109,018
Weighted average shares outstanding – basic and diluted	46,383,143

The above presents the calculation of basic and diluted weighted average shares outstanding. The computation of diluted income (loss) per share excludes the effect of public and private warrants to purchase 13,825,000 shares because the inclusion of any of these securities would be anti-dilutive.

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EX-99.4

Exhibit 99.4

Data Intelligence Firm, Near, to Debut on Nasdaq Under Ticker “NIR”

Near Intelligence Holdings Inc. and KludeIn I Acquisition Corp. Announce Closing of Business Combination

PASADENA, CA—MARCH 23, 2023— Near Intelligence, Inc. (Nasdaq: NIR) (“Near” or the “Company”), a global leader in privacy-led data intelligence on people, places and products, today announced the closing of its previously announced business combination (the “Business Combination”) with KludeIn I Acquisition Corp. (“KludeIn”), a special purpose acquisition company. KludeIn stockholders approved the Business Combination at KludeIn’s special meeting held on March 20, 2023, and the Business Combination was completed on March 23, 2023.

The combined company has been re-named Near Intelligence, Inc. and will begin trading on the Nasdaq Stock Market at market open on March 24, 2023, under the ticker symbol “NIR” for its common stock and “NIRWW” for its publicly traded warrants.

Near’s platform is designed to provide accurate, comprehensive information on people, places, and products by generating marketing and operational intelligence on consumer behavior that enables enterprises to make informed and rapid strategic decisions. Near’s solutions are designed to enhance customer revenue and return on investment through the use of data-driven intelligence. The Near platform curates one of the world’s largest sources of intelligence on people, places, and products. Near processes data from an estimated 1.6 billion unique user IDs and 70 million points of interests, in more than 44 countries.

“I am pleased to complete our business combination with KludeIn and to begin our next chapter as a public company. I believe that being a public company will underscore Near’s long-term commitment to our customers, investors, and the data intelligence industry as a whole,” said Anil Mathews, founder and CEO of Near. “We have a bold vision for Near - to help global enterprises better understand consumer behavior by providing them with actionable intelligence.”

About Near

Near, a global, full-stack data intelligence software-as-a-service (“SaaS”) platform curates one of the world’s largest sources of intelligence on people, places, and products. The Near platform’s patented technology processes data from an estimated 1.6 billion unique user IDs and 70 million points of interests, in more than 44 countries. Near’s data and insights empower marketing and operations teams to understand consumers’ online and offline behaviors, affinities, and attributes in order to engage them and grow their businesses. With a presence in Los Angeles, San Francisco, Paris, Bangalore, Singapore, Sydney, and Tokyo, Near serves scaled enterprises in retail, real estate, restaurant/QSR, travel/tourism, telecom, and financial services. For more information, please visit https://near.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s disclosure concerning the Company’s operations, cash flows, financial position and dividend policy. The risks and uncertainties include, but are not limited to: (1) the future financial and operational performance of, and anticipated financial impact on, Near following the Business Combination; (2) Near’s expansion plans and opportunities; (3) Near’s limited operating history makes it difficult to evaluate our current business and future prospects; (4) the impact of health epidemics, such as the COVID-19 pandemic, on our business, financial condition, growth and the actions we may take in response thereto; (5) the high degree of uncertainty of the level of demand for and market utilization of our solutions and products; (6) substantial regulation and the potential for unfavorable changes to, or failure by us to comply with, these regulations, which could substantially harm our business and operating results; (7) our dependency upon third-party service providers for certain technologies; (8) increases in costs, disruption of supply or shortage of materials, which could harm our business; (9) developments and projections relating to our competitors and industry; (10) our management team’s limited experience managing a public company; (11) the possibility of our need to defend ourselves against fines, penalties and injunctions if we are determined to be promoting products for unapproved uses; (12) concentration of ownership among our existing executive officers, directors and their respective affiliates, which may prevent new investors from influencing significant corporate decisions; (13) the ability to obtain or maintain the listing of Near common stock or Near warrants on Nasdaq following the Business Combination; (14) costs related to the Business Combination; (15) if the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the potential for the market price of our securities to decline; (16) the risk that the Business Combination disrupts current plans and operations of our business as a result of consummation of the transactions described herein; (17) the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations, and (18) other risks and uncertainties identified in the Registration Statement (No. 333-265952), filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2023, relating to the Business Combination, including those under “Risk Factors” therein, and in other filings with the SEC made by Near. Near cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Readers are referred to the most recent reports filed with the SEC by KludeIn and Near. Near does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

Contacts:

Near -

Media Inquiries

Kat Harwood

pr@near.com

Investor Inquiries -

Marc P. Griffin, ICR

Marc.Griffin@icrinc.com

XML

Cover	Mar. 23, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 23, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39843
Entity Registrant Name	Near Intelligence, Inc.
Entity Central Index Key	0001826671
Entity Tax Identification Number	85-3187857
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 W Walnut St.
Entity Address, Address Line Two	Suite A-4
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91124
City Area Code	628
Local Phone Number	889-7680
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NIR
Security Exchange Name	NASDAQ
Warrants, each exercisable for one shares of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	NIRWW
Security Exchange Name	NASDAQ