KLUDEIN I ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • Kludein I Acquisition Corp • Blank checks • New York
The undersigned, KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENT between KLUDEIN I ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 12th, 2021 • Kludein I Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December ___, 2020, is by and between KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Kludein I Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 6, 2021 by and between KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
KludeIn I Acquisition Corp. Palo Alto, CA 94301Kludein I Acquisition Corp • December 15th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between KludeIn Prime LLC, a Delaware limited liability company (the “Subscriber” or “you”), and KludeIn I Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 28th, 2020 • Kludein I Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____], 2020, by and between KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), and ______, (“Indemnitee”).
KludeIn I Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 12th, 2021 • Kludein I Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between KludeIn I Acquisition Corp., a Delaware corporation (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrat
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • Kludein I Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2021, is made and entered into by and among KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
NEAR INTELLIGENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [DATE], is by and between Near Intelligence, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2021 • Kludein I Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 6, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between KludeIn I Acquisition Corp., a Delaware corporation (the “Company”), and KludeIn Prime LLC, a Delaware limited liability company (the “Purchaser”).
FINANCING AGREEMENT Dated as of November 4, 2022 by and among NEAR INTELLIGENCE HOLDINGS INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE...Financing Agreement • December 1st, 2022 • Kludein I Acquisition Corp • Services-computer processing & data preparation • New York
Financing Agreement, dated as of November 4, 2022, by, among others, Near Intelligence Holdings Inc., a Delaware corporation, as Borrower (as defined below), each Guarantor as defined below from time to time party hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2023, is made and entered into by and among Near Intelligence, Inc., (formerly known as KludeIn I Acquisition Corp.), a Delaware corporation (the “Company”), KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), certain persons listed on Schedule 1 hereto (such persons, the “Initial Holders” and, together with the Sponsor, the “Sponsor Parties”), certain equityholders of Near Intelligence Holdings Inc., a Delaware corporation (“Near”) set forth on Schedule 2 hereto (such equityholders, the “Near Holders” and, collectively with the Sponsor Parties and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 18, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and KludeIn I Acquisition Corp., a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Plan of Merger Agreement, dated May 18, 2022 (as the same may be amended from time to time, the “Merger Agreement”), by and between the Company, Near Intelligence Holdings Inc., a Delaware corporation (the “Target”), PaaS Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), PaaS Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), pursuant to wh
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 18, 2023, is between NEAR INTELLIGENCE, INC., a company incorporated under the laws of the State of Delaware (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 18, 2022 by and among KludeIn I Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), Paas Merger Sub 1 Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Near Intelligence Holdings Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub 1, Merger Sub 2 and the Company are sometimes each referred to herein individually as a “Party” and, collectively, as the “Parties”. Certain capitalized terms used and not otherwise defined herein have the meanings ascribed to them in Article X hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and KludeIn I Acquisition Corp., a Delaware corporation (the “Company”).
Employment AgreementEmployment Agreement • November 15th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
This Employment Agreement (“Agreement”) is made and entered into by and between Near Intelligence, Inc., a Delaware corporation (the “Company”), and JOHN FAIETA (“Employee”) effective as of November 10, 2023 (the “Effective Date”).
RESTRICTED STOCK UNIT AWARD AGREEMENT NEAR INTELLIGENCE, INC.Restricted Stock Unit Award Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 2023, is by and among Near Intelligence, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule I hereto (collectively, the “Investors” and, each individually, an “Investor”).
FORBEARANCE AGREEMENTForbearance Agreement • May 10th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • New York
This LIMITED FORBEARANCE TO CREDIT AND GUARANTY AGREEMENT (this “Agreement”), dated as of May 5, 2023 is entered into by and among NEAR INTELLIGENCE, INC., a Delaware corporation (the “Parent”), NEAR INTELLIGENCE LLC, a Delaware limited liability company (f/k/a Paas Merger Sub 2 LLC and successor in interest to Near Intelligence Holdings Inc., the “Borrower”), the other Guarantors party hereto, the lenders party hereto which constitute the Required Lenders under and as defined in the Financing Agreement, and BLUE TORCH FINANCE, LLC (“Blue Torch”), in its capacity as administrative agent for the Lenders.
RESTRICTED STOCK UNIT AWARD AGREEMENT NEAR INTELLIGENCE, INC.Restricted Stock Unit Award Agreement • April 12th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 11th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of December 8, 2023 (the “Agreement Date”), is made and entered into by and among (i) BTC Near HoldCo LLC, a Delaware limited liability company (together with any assignee(s) or designee(s) pursuant to Section 10.2, “Buyer”), (ii) Near Intelligence, Inc., a Delaware corporation (“Holdings”), Near Intelligence LLC, a Delaware limited liability company (f/k/a Paas Merger Sub 2 LLC and successor in interest to Near Intelligence Holdings Inc.) (the “Borrower”), Near North America Inc., a Delaware corporation (“Near North America”), and Near Intelligence Pte. Ltd., a company organized under the Laws of Singapore (“Near Singapore”) (each a “Seller,” and collectively, the “Sellers”), (iii) Blue Torch Finance LLC, a Delaware limited liability company, solely in its capacity as administrative agent and collateral agent for the lenders under the Prepetition Financing Agreement and the DIP Facility (as defined below) and signing solely wit
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2022 • Kludein I Acquisition Corp • Services-computer processing & data preparation
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 23, 2022, by and among KludeIn I Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), Paas Merger Sub 1 Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub 2”), and Near Intelligence Holdings Inc., a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
NEAR PLATFORM USAGE AGREEMENTPlatform Usage Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Stirling
This Near Platform Usage Agreement (“Agreement”), is entered into as of 1st day of January 2023 (the “Effective Date”) between Near North America Inc., having its office address at 100 W Walnut Street, STE A-4, Pasadena, CA 91124 USA (“Company” or “Near”) and MobileFuse, LLC, including itself and all its affiliates, having its office address at PO Box 37, Stirling NJ 07980 (“Customer”). The Agreement and shall be governed by the terms highlighted under Appendix A (“Terms of Use”). This Agreement and the Terms of Use are together referred to as “T&C’s” and supersedes all previous agreements entered in-between the parties including its affiliates. In case of any inconsistencies between this Agreement and the Terms of Use, the terms of this Agreement will prevail.
ContractKludein I Acquisition Corp • December 1st, 2022 • Services-computer processing & data preparation • Delaware
-THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Amendment Deed (relating to a Global Deed of Discharge and Release dated 3 November 2022)Near Intelligence, Inc. • May 10th, 2023 • Services-computer processing & data preparation • Delaware
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and between Near Intelligence, Inc., a corporation incorporated under the laws of Delaware (the “Company”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée, (the “Holder”). Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the A&R Warrant Agreement (as defined below).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • December 1st, 2022 • Kludein I Acquisition Corp • Services-computer processing & data preparation • Delaware
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 3, 2022, (the “Effective Date”) by and between Near Intelligence Holdings Inc., a corporation incorporated under the laws of Delaware, United States of America with registration number 6646754 and registered office at 108 Lakeland Ave, Dover, Kent, Delaware (“Near USA”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée, with registered number B213757 and its registered address at 5, Rue Guillaume Kroll, L-1882 Luxembourg (the “Holder”). Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Warrant Agreement (as defined below).
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • Delaware
This SPONSOR VOTING AND Support Agreement (this “Agreement”) is made as of May 18, 2022, by and among (i) KludeIn I Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Near Intelligence Holdings Inc., a Delaware corporation (the “Company”), and (iii) KludedIn Prime LLC, a Delaware limited liability company (the “Sponsor”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
JOINT FILING AGREEMENT March 27, 2023Joint Filing Agreement • March 27th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
WAIVER AND AMENDMENT NO. 3 TO FINANCING AGREEMENTFinancing Agreement • May 18th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • New York
This WAIVER AND AMENDMENT NO. 3 TO FINANCING AGREEMENT (this “Agreement”), dated as of May 17, 2023, is entered into by and among NEAR INTELLIGENCE, INC., a Delaware corporation (the “Parent”), NEAR INTELLIGENCE LLC, a Delaware limited liability company (f/k/a Paas Merger Sub 2 LLC and successor in interest to Near Intelligence Holdings Inc., the “Borrower”), the other Guarantors party hereto, the lenders party hereto which constitute the Required Lenders under and as defined in the Financing Agreement, and BLUE TORCH FINANCE, LLC (“Blue Torch”), in its capacity 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).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2023 • Kludein I Acquisition Corp • Services-computer processing & data preparation
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 17, 2023, by and among KludeIn I Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), Paas Merger Sub 1 Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub 2”), and Near Intelligence Holdings Inc., a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
NOTICE OF WAIVERNotice of Waiver • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
Reference is made to that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as amended to date and as may be further amended, supplemented, modified and/or restated from time to time in accordance with its terms, the “Merger Agreement”), by and among the Purchaser, Near Intelligence Holdings, Inc., a Delaware corporation (“Near”), Paas Merger Sub 1, a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), and Paas Merger Sub 2, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub 2”), pursuant to which, among other things, (i) Merger Sub 1 shall merge with and into the Company, with the Company continuing as the surviving entity (the “First Merger”), and as a result of which, among other things, all of the issued and outstanding capital stock of the Company as of immediately prior to the First Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exis
WAIVER AND WARRANT ASSUMPTION AGREEMENTWaiver and Warrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WAIVER AND WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and between Near Intelligence, Inc., a corporation incorporated under the laws of Delaware (the “Company”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée (the “Holder”).
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of May 18, 2022, by and among (i) KludeIn I Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Near Intelligence Holdings Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (the “Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
OMNIBUS FEE AMENDMENT AGREEMENT March 22, 2023Omnibus Fee Amendment Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation
This Omnibus Fee Amendment Agreement (the “Agreement”), dated as of the date hereof, is made by and between KludeIn I Acquisition Corp. (the “Company”) and Near Intelligence Holdings Inc. (the “Target”), on the one hand, and Cantor Fitzgerald & Co. (“CF&CO”) and CF Principal Investments LLC (“CFPI”), an affiliate of CF&CO, on the other hand.
