Exhibit 10.25


 





 


Dated 3 November 2022


 


Global
Deed of Discharge and Release


 


between


 


Wilmington
Trust (London) Limited


as Common Security Agent


 


Wilmington
Trust (London) Limited


as DB Facility Agent


 


Deutsche
Bank AG, London Branch


as DB Facility Lender


 


Harbert
European Specialty Lending Company II S.à. r.l.


as Harbert Facility Lender


 


and


 


The companies
listed in Schedule 1

as Released Parties


 


White & Case Pte. Ltd.


88 Market Street #41-01


CapitaSpring


Singapore 048948


 






     


     


    

 


Table of Contents


 







	 	 	Page

	1. 	Interpretation	2
	2.	 Settlement Conditions	6
	3.	 Voluntary Cancellation and Voluntary Prepayment under the DB
Facility Agreement	7
	4.	 Deferral of Settlement Amounts	7
	5.	 Representations by the Borrower	10
	6. 	Undertakings by the Borrower	11
	7. 	Release under English Law	11
	8. 	Release and/or Discharge under Singapore Law	12
	9. 	Release and/or Discharge under Delaware Law	13
	10.	 Indemnity	14
	11. 	Common Security Agent’s and DB Facility Agent’s
Rights	14
	12. 	Costs and Expenses	15
	13.	 Further Assurance	15
	14.	 Amendments and Waivers	16
	15. 	Assignments and Transfers	16
	16. 	Partial Invalidity	17
	17. 	Counterparts	17
	18. 	Governing Law	17
	19. 	Enforcement	17
	 	 	 
	Schedule 1 	Released Parties	18
	 	 	 
	Schedule 2 	Released Documents	19
	Part I Delaware Law Guarantees	19
	Part II Singapore Law Guarantee	19
	Part III Security Documents	19
	 	 
	Schedule 3 	Conditions Precedent to Effective Date	20
	 	 	 
	Schedule 4 	Form of Pay-off Confirmations	21


 






    i


     


    

 


This Deed is made on 3 November 2022


 


Between:


 


		(1)	Wilmington Trust (London) Limited as security trustee for the Secured Parties (as defined in the
Intercreditor Agreement (as defined below)) (the “Common Security Agent”);



 


		(2)	Wilmington Trust (London) Limited as DB Facility Agent (the “DB Facility Agent”);



 


		(3)	Deutsche Bank AG, London Branch as DB Facility Lender (the “DB Facility Lender”);



 


		(4)	Harbert European Specialty Lending Company II S.à. r.l. as Harbert Facility Lender (the
“Harbert Facility Lender”); and



 


		(5)	The Companies listed in Schedule 1 (Released Parties) (the “Released Parties”).



 


Recitals:


 


		(A)	Each Released Party has entered into the Intercreditor Agreement, the Delaware Law Guarantees, the Singapore
Law Guarantee and the Security Documents, in each case, to which it is a party in order to secure or provide assurance for the payment
and performance of the relevant Secured Liabilities under the Debt Documents.



 


		(B)	The Released Parties request that the relevant Secured Parties release all and any guarantees which they
have the benefit of under the Intercreditor Agreement, the Delaware Law Guarantees and the Singapore Law Guarantee on the terms and conditions
set out in this Deed.



 


		(C)	The Released Parties request that the Common Security Agent releases and discharges all and any Security
which it has over the relevant Charged Property on the terms and conditions set out in this Deed.



 


		(D)	It is intended that this document takes effect as a deed notwithstanding the fact that a Party may only
execute this document under hand.



 


It is agreed as follows:


 


		1.	Interpretation



 


		1.1	Definitions



 


In this Deed:


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


“Blue Torch
Financing” means that certain facility agreement dated as of the date hereof, by and among the Borrower, as borrower, and Blue
Torch Finance, LLC as administrative agent and collateral agent, and such other parties party thereto, as amended, amended and restated,
supplemented or otherwise modified from time to time.


 


“Borrower”
means 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.


 






    2


     


    

 


“Business
Day” means a day (other than a Saturday or Sunday):


 


		(a)	on which banks are open for general business in London, Luxembourg, Singapore and New York; and



 


		(b)	(in relation to any date for payment of an amount relating to a Loan) which is a US Government Securities
Business Day.



 


“control”
means the direct or indirect ownership of the majority of the voting share capital of such entity or the right or ability to determine
the composition of a majority of the board of directors (or like board) of such entity, in each case whether by virtue of ownership of
share capital, contract or otherwise.


 


“DB Finance
Parties” has the meaning given to “Finance Parties” in the DB Facility Agreement.


 


“de-SPAC
Documents” means, collectively, (i) the de-SPAC Merger Agreement, (ii) any agreement, instrument or document attached to the
de-SPAC Merger Agreement as an exhibit, and (iii) the other agreements, certificates and instruments to be executed or delivered by any
of the parties to the de-SPAC Merger Agreement pursuant to the de-SPAC Merger Agreement.


 


“de-SPAC
Merger Agreement” means that certain Agreement and Plan of Merger, dated as of May 18, 2022, by and among KludeIn I Acquisition
Corp., a Delaware corporation (“de-SPAC Parent”), Paas Merger Sub 1 Inc., a Delaware corporation (“Merger
Sub 1”), Paas Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), and the Borrower,
as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated on or about the date hereof.


 


“de-SPAC
Transaction” means the consummation of the acquisition of 100% of the equity interests of the Borrower, directly or indirectly,
by de-SPAC Parent, through the merger of (i) Merger Sub 1 with and into the Borrower, with the Borrower continuing as the surviving entity
as a wholly owned subsidiary of the de-SPAC Parent, and (ii) the Borrower with and into Merger Sub 2, with Merger Sub 2 continuing as
the surviving entity as a wholly owned subsidiary of the de-SPAC Parent, in each case, in accordance with the de-SPAC Documents in all
material respects.


 


“Deferred
Payment Deadline” means the earliest of:


 


		(a)	30 April 2023;



 


		(b)	the date on which a Disposal occurs; and



 


		(c)	the date on which any member of the Group receives any Disposal Proceeds.



 


“Delaware
Law Guarantees” means each of the documents listed in Part I Schedule 2 (Released Documents).


 


“Disposal”
means:


 


		(a)	a sale, lease, licence, transfer, loan or other disposal by the Borrower or any other member of the Group
of any shares or equity interests in any other member of the Group (whether voluntary or involuntary or by way of a single transaction
or series of transactions) where the Borrower ceases to directly or indirectly own and control such member of the Group; or



 


		(b)	a sale, lease, licence, transfer, loan or other disposal by any member of the Group of any asset, undertaking
or business (whether voluntary or involuntary or by way of a single transaction or series of transactions), which is determined by the
DB Facility Lender or the Harbert Facility Lender to constitute a material part of the assets, undertaking or business of the Group,



 


but in any case excluding:


 


		(i)	any Disposal pursuant to the de-SPAC Transaction;



 






    3


     


    

 


		(ii)	the issuance of any warrant for shares or equity interests in the Borrower in connection with the Blue
Torch Financing; and



 


		(iii)	the grant by the Borrower or any other member of the Group of Security over any of their assets in connection
with the Blue Torch Financing.



 


“Disposal
Proceeds” means any amount receivable by any member of the Group (including any amount receivable in repayment of intercompany
debt) for any Disposal.


 


“Effective
Date” means the date on which the Common Security Agent has received both of the following notices:


 


		(a)	a notice from the DB Facility Agent that the Settlement Condition (DB Facility) has been satisfied in
accordance with Clause 2 (Settlement Conditions) and that it has received all of the documents and other evidence listed in Schedule
3 (Conditions Precedent to Effective Date) in form and substance satisfactory to it prior to the date of this Deed; and



 


		(b)	a notice from the Harbert Facility Lender that the Settlement Condition (Harbert Facility) has been satisfied
in accordance with Clause 2 (Settlement Conditions) and that it has received all of the documents and other evidence listed in
Schedule 3 (Conditions Precedent to Effective Date) in form and substance satisfactory to it prior to the date of this Deed.



 


“EUR”, “€” and “euro”
denote the single currency of the Participating Member States.


 


“Final Settlement
Account (DB Facility)” means an account notified by the DB Facility Agent to the Borrower in writing at least one (1) Business
Day (or such shorter period agreed between the DB Facility Agent and the Borrower) prior to the Final Settlement Date.


 


“Final Settlement
Account (Harbert Facility)” means an account notified by the Harbert Facility Lender to the Borrower in writing at least one
(1) Business Day (or such shorter period agreed between the Harbert Facility Lender and the Borrower) prior to the Final Settlement Date.


 


“Final Settlement
Amount (DB Facility)” means an amount notified by the DB Facility Agent to the Borrower in writing at least one (1) Business
Day (or such shorter period agreed between the DB Facility Agent and the Borrower) prior to the Final Settlement Date, being the amount
of the Secured Liabilities owing under the DB Facility Documents as at the Final Settlement Date.


 


“Final Settlement
Amount (Harbert Facility)” means an amount notified by the Harbert Facility Lender to the Borrower in writing at least one (1)
Business Day (or such shorter period agreed between the Harbert Facility Lender and the Borrower) prior to the Final Settlement Date,
being the amount of the Secured Liabilities owing under the Harbert Facility Documents as at the Final Settlement Date.


 


“Final Settlement
Date” means a date (that is a Business Day) which the Borrower may specify in accordance with paragraph (a) of Clause 2 (Settlement
Conditions).


 


“Final Settlement
Deferred Payment Amount (DB Facility)” means US$2,000,000.


 






    4


     


    

 


“Final Settlement
Deferred Payment Amount (Harbert Facility)” means €1,400,000 less any amounts to be deducted pursuant to paragraph (d)(i)
of Clause 2 (Settlement Conditions) below.


 


“Final Settlement
Initial Payment Amount (DB Facility)” means the Final Settlement Amount (DB Facility) less the Final Settlement Deferred
Payment Amount (DB Facility).


 


“Final Settlement
Initial Payment Amount (Harbert Facility)” means the Final Settlement Amount (Harbert Facility) less the Final Settlement
Deferred Payment Amount (Harbert Facility).


 


“Final Settlement Initial
Payment Amount (Harbert Facility) (EUR)” shall have the meaning ascribed to it in paragraph (d) of Clause 2 (Settlement
Conditions) below.


 


“Group”
means the Borrower and the Guarantors.


 


“Intercreditor
Agreement” means the intercreditor agreement dated 29 April 2022 between, among others, the Released Parties, the Common Security
Agent, the DB Facility Agent, the DB Facility Lender and the Harbert Facility Lender.


 


“Late Payment
Fee” means any late payment fee payable the DB Facility Lender or (as the case may be) the Harbert Facility Lender under Clause
4.2 (Late Payment Fees).


 


“Legal Reservations”
means:


 


		(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation
of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;



 


		(b)	the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability
for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and



 


		(c)	similar principles, rights and defences under the laws of the Borrower’s Original Jurisdiction.



 


“Lender”
has the meaning given to it in paragraph (a) of Clause 4.1 (Deferral of Settlement Amounts).


 


“Limitation
Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


“Original
Jurisdiction” means, in relation to the Borrower, the jurisdiction under whose laws it is incorporated as at the date of this
Deed.


 


“Participating Member State”
means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union.


 


“Party”
means a party to this Deed.


 


“Pay-off
Confirmation (DB Facility)” means a notice delivered by the DB Facility Agent substantially in the form set out in Schedule
4 (Form of Pay-off Confirmations).


 


“Pay-off
Confirmation (Harbert Facility)” means a notice delivered by the Harbert Facility Lender substantially in the form set out in
Schedule 4 (Form of Pay-off Confirmations).


 


“Released Security Assets”
means all of the assets subject to the Security granted in favour of the Common Security Agent pursuant to the relevant Security Documents
and released, discharged and/or reassigned pursuant to this Deed.


 


“Security
Documents” means each of the documents listed in Part III of Schedule 2 (Released Documents).


 


“Settlement
Condition (DB Facility)” has the meaning given to it in paragraph (c) of Clause 2 (Settlement Condition).


 






    5


     


    

 


“Settlement
Condition (Harbert Facility)” has the meaning given to it in paragraph (d) of Clause 2 (Settlement Conditions).


 


“Singapore
Law Guarantee” means the document listed in Part II of Schedule 2 (Released Documents).


 


“Unpaid Sum”
means any part of the Final Settlement Deferred Payment Amount (DB Facility), any part of the Final Settlement Deferred Payment Amount
(Harbert Facility) or any part of any Late Payment Fee, in each case, due and payable but unpaid by the Borrower under this Deed.


 


“US Government
Securities Business Day” has the meaning given to it in the DB Facility Agreement.


 


“USD” and “dollars” denote the
lawful currency of the United States of America


 


		1.2	Incorporation of defined terms



 


Unless a contrary indication appears,
terms defined in the Intercreditor Agreement have the same meaning in this Deed.


 


		1.3	Construction



 


The provisions in
clause 1.2 (Construction) of the Intercreditor Agreement apply to this Deed, except that references to the Intercreditor Agreement
shall be construed as references to this Deed.


 


		1.4	Third Party Rights



 


		(a)	Other than the Secured Parties, a person who is not party to this Deed has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.



 


		(b)	Notwithstanding any term of this Deed, the consent of any person who is not a Party is not required to
rescind, vary or amend this Deed at any time.



 


		2.	Settlement Conditions



 


		(a)	The Borrower shall notify each of the DB Facility Agent and the Harbert Facility Lender of the Final Settlement
Date at least two (2) Business Days prior to such date.



 


		(b)	Upon receipt by each of the DB Facility Agent and the Harbert Facility Lender of a notification from the
Borrower of the Final Settlement Date:



 


		(i)	the DB Facility Agent shall notify the Borrower in writing of the Final Settlement Amount (DB Facility)
and the Final Settlement Account (DB Facility) at least one (1) Business Day (or such shorter period agreed between the DB Facility Agent
and the Borrower) prior to the Final Settlement Date; and



 


		(ii)	the Harbert Facility Lender shall notify the Borrower in writing of the Final Settlement Amount (Harbert
Facility) and the Final Settlement Account (Harbert Facility) at least one (1) Business Day (or such shorter period agreed between the
Harbert Facility Lender and the Borrower) prior to the Final Settlement Date.



 






    6


     


    

 


		(c)	Upon the payment by or on behalf of the Borrower (including, for the avoidance, any creditor of the Borrower
on behalf of the Borrower) of the Final Settlement Initial Payment Amount (DB Facility) to the DB Facility Agent on the Final Settlement
Date to the Final Settlement Account (DB Facility) (the “Settlement Condition (DB Facility)”), the DB Facility Agent
shall promptly deliver the Pay-off Confirmation (DB Facility) to the Borrower (on behalf of itself and each other Released Party) with
a copy to the Common Security Agent.



 


		(d)	Upon the payment by or on behalf of the Borrower (including, for the avoidance, any creditor of the
                                                               Borrower on behalf of the Borrower) of the Final Settlement Initial Payment Amount (Harbert Facility) to the Harbert Facility Lender
                                                               on the Final Settlement Date to the Final Settlement Account (Harbert Facility) (the “Settlement Condition (Harbert
                                                               Facility)”), the Harbert Facility Lender shall promptly deliver the Pay-off Confirmation (Harbert Facility) to the
                                                               Borrower (on behalf of itself and each other Released Party) with a copy to the Common Security Agent and, if such payment is
                                                               denominated in USD, convert the Final Settlement Initial Payment Amount (Harbert Facility) into EUR within (1) one Business Day
                                                               after such payment (the “Final Settlement Initial Payment Amount (Harbert Facility) (EUR)”). If:

 


(i)         the
Final Settlement Initial Payment Amount (Harbert Facility) (EUR) is more than the Final Settlement Initial Payment Amount (Harbert
Facility), the difference between the Final Settlement Initial Payment Amount (Harbert Facility) (EUR) and the Final Settlement
Initial Payment Amount (Harbert Facility) shall be deducted from the Final Settlement Deferred Payment Amount (Harbert Facility);
or




 


 (ii)         the Final Settlement Initial Payment Amount (Harbert Facility) (EUR) is less than the Final Settlement Initial Payment Amount (Harbert Facility), the Harbert Facility Lender shall notify the Borrower and the Borrower (or any creditor of the Borrower on behalf of the Borrower) shall within (2) two Business Days after such notification transfer to the Harbert Facility Lender an amount in EUR equivalent to the difference between the Final Settlement Initial Payment Amount (Harbert Facility) (EUR) and the Final Settlement Initial Payment Amount (Harbert Facility).







 


		3.	Voluntary Cancellation and Voluntary Prepayment under the DB Facility Agreement



 


		(a)	The DB Facility Agent (on behalf of itself and the DB Facility Lender) agrees and confirms that, notwithstanding
clause 7.2 (Voluntary Cancellation) and clause 7.3 (Voluntary Prepayment) of the DB Facility Agreement or any other contrary
provision under any DB Facility Document, the Borrower may cancel the Available Facility (as defined in the DB Facility Agreement) of
the DB Facility and prepay the DB Facility Loans in full or in part on the Final Settlement Date, in each case, without the need for any
further notice under any of those clauses, provided that the Borrower gives notice of the Final Settlement Date in accordance with paragraph
(a) of Clause 2 (Settlement Conditions).



 


		(b)	The Harbert Facility Lender agrees and confirms that, notwithstanding clause 7 (Repayment, Prepayment
and Cancellation) of the Harbert Facility Agreement or any other contrary provision under any Harbert Facility Document, the Borrower
may cancel each Facility (as defined in the Harbert Facility Agreement) of the Harbert Facility and prepay the Harbert Facility Loans
in full or in part on the Final Settlement Date, in each case, without the need for any further notice under any of those clauses, provided
that the Borrower gives notice of the Final Settlement Date in accordance with paragraph (a) of Clause 2 (Settlement Conditions).



 


		4.	Deferral of Settlement Amounts



 


		4.1	Deferral of Settlement Amounts



 


		(a)	Subject to the payment by the Borrower of the Final Settlement Initial Payment Amount (DB Facility) in
accordance with paragraph (c) of Clause 2 (Settlement Conditions) and the payment by the Borrower of the Final Settlement Initial
Payment Amount (Harbert Facility) in accordance with paragraph (d) of Clause 2 (Settlement Conditions):



 


		(i)	the DB Facility Lender hereby agrees to extend the timeline for payment of the Final Settlement Deferred
Payment Amount (DB Facility); and



 






    7


     


    

 


		(ii)	the Harbert Facility Lender hereby agrees to extend the timeline for payment of the Final Settlement Deferred
Payment Amount (Harbert Facility),



 


in each case, to the
Deferred Payment Deadline.


 


		(b)	The Borrower shall:



 


		(i)	pay to the DB Facility Lender and discharge the Final Settlement Deferred Payment Amount (DB Facility);
and



 


		(ii)	pay to the Harbert Facility Lender and discharge the Final Settlement Deferred Payment Amount (Harbert
Facility),



 


in each case, as primary
obligor on or prior to the Deferred Payment Deadline.


 


		4.2	Late Payment Fees



 


		(a)	If the DB Facility Lender does not receive any part of the Final Settlement Deferred Payment Amount (DB
Facility) by the Deferred Payment Deadline, the Borrower shall pay to the DB Facility Lender (for its own account) an additional amount
as a late payment fee in an amount which is 20 per cent. of such part of the Final Settlement Deferred Payment Amount (DB Facility) which
remains outstanding as at the day falling immediately after the Deferred Payment Deadline, which late payment fee shall become due and
payable on the day falling immediately after the Deferred Payment Deadline.



 


		(b)	If the Harbert Facility Lender does not receive any part of the Final Settlement Deferred Payment Amount
(Harbert Facility) by the Deferred Payment Deadline, the Borrower shall pay to the Harbert Facility Lender (for its own account) an additional
amount as a late payment fee in an amount which is 20 per cent. of such part of the Final Settlement Deferred Payment Amount (Harbert
Facility) which remains outstanding as at the day falling immediately after the Deferred Payment Deadline, which late payment fee shall
become due and payable on the day falling immediately after the Deferred Payment Deadline.



 


		4.3	Default Interest



 


		(a)	If the Borrower fails to pay any part of the Final Settlement Deferred Payment Amount (DB Facility) or
any part of any Late Payment Fee payable to the DB Facility Lender on its due date, interest shall accrue on the relevant Unpaid Sum from
the due date up to the date of actual payment (both before and after judgment) at a rate which is 18 per cent. per annum. Any interest
accruing under this paragraph (a) shall be immediately payable by the Borrower to the DB Facility Lender following written demand by the
DB Facility Lender.



 


		(b)	If the Borrower fails to pay any part of the Final Settlement Deferred Payment Amount (Harbert Facility)
or any part of any Late Payment Fee payable to the Harbert Facility Lender on its due date, interest shall accrue on the relevant Unpaid
Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is 18 per cent. per annum. Any
interest accruing under this paragraph (b) shall be immediately payable by the Borrower to the Harbert Facility Lender following written
demand by the Harbert Facility Lender.



 






    8


     


    

 


		(c)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end
of each calendar month but will remain immediately due and payable.



 


		4.4	Pro Rata Payment



 


		(a)	Each of the Borrower and the DB Facility Lender agrees that the Borrower may only make a Payment to the
DB Facility Lender in respect of the Final Settlement Deferred Payment Amount (DB Facility) or the Late Payment Fee payable to the DB
Facility Lender, or any default interest accrued on any such sum under Clause 4.3 (Default Interest), if a Payment in a pro
rata amount is applied in payment of the Final Settlement Deferred Payment Amount (Harbert Facility) or the Late Payment Fee payable
to the Harbert Facility Lender, or any default interest accrued on any such sum under Clause 4.3 (Default Interest).



 


		(b)	Each of the Borrower and the Harbert Facility Lender agrees that the Borrower may only make a Payment
to the Harbert Facility Lender in respect of the Final Settlement Deferred Payment Amount (Harbert Facility) or the Late Payment Fee payable
to the Harbert Facility Lender, or any default interest accrued on any such sum under Clause 4.3 (Default Interest), if a Payment
in a pro rata amount is applied in payment of the Final Settlement Deferred Payment Amount (DB Facility) or the Late Payment Fee
payable to the DB Facility Lender, or any default interest accrued on any such sum under Clause 4.3 (Default Interest).



 


		(c)	Each Lender shall promptly notify the other Lender of any Payment which it receives in respect of the
Final Settlement Deferred Payment Amount (DB Facility) or the Final Settlement Deferred Payment Amount (Harbert Facility) (as applicable),
any Late Payment Fee, or any default interest accrued on any such sum under Clause 4.3 (Default Interest).



 


		4.5	Turnover



 


If at any time any Lender receives or
recovers any Payment in respect of the Final Settlement Deferred Payment Amount (DB Facility) or the Final Settlement Deferred Payment
Amount (Harbert Facility) (as applicable), any Late Payment Fee, or any default interest accrued on any such sum under Clause 4.3 (Default
Interest), in each case, except in accordance with Clause 4.4 (Pro Rata Payment):


 


		(a)	the relevant Lender will hold an amount of that receipt or recovery equal to the amount by which the receipt
or recovery exceeds the pro rata amount as determined under Clause 4.4 (Pro Rata Payment) on trust for the other Lender
and promptly pay or distribute that amount to the other Lender; and



 


		(b)	as between the Borrower and the relevant Lender, the amount by which the receipt or recovery exceeds the
pro rata amount as determined under Clause 4.4 (Pro Rata Payment) will be treated as not having been paid by the Borrower.



 






    9


     


    

 


		5.	Representations by the Borrower



 


The
Borrower makes the representations and warranties set out in this Clause 5 to each of the DB Facility Lender and the Harbert Facility
Lender.


 


		5.1	Status



 


		(a)	It is a limited liability corporation, duly incorporated and validly existing under the law of its Original
Jurisdiction.



 


		(b)	It has the power to own its assets and carry on its business as it is being conducted.



 


		5.2	Binding Obligations



 


Subject to the Legal Reservations, the
obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable obligations.


 


		5.3	Non-Conflict with Other Obligations



 


The entry into and performance by it
of, and the transactions contemplated by, this Deed do not and will not conflict with:


 


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination
event (however described) under any such agreement or instrument.



 


		5.4	Power and Authority



 


		(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its
entry into, performance and delivery of, this Deed and the transactions contemplated by this Deed.



 


		(b)	No limit on its powers will be exceeded as a result of the entry into and performance of its obligations
under this Deed.



 


		5.5	Validity and Admissibility in Evidence



 


		(a)	All Authorisations required or desirable:



 


		(i)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Deed;
and



 


		(ii)	to make this Deed admissible in evidence in its Original Jurisdiction,



 


have been obtained or effected and are
in full force and effect.


 


		(b)	All Authorisations necessary for the conduct of its business, trade and ordinary activities, and which
are material, have been obtained or effected and are in full force and effect.



 






    10


     


    

 


		5.6	Governing Law and Enforcement



 


Subject to the Legal Reservations:


 


		(a)	the choice of governing law of this Deed will be recognised and enforced in its Original Jurisdiction;
and



 


		(b)	any judgment obtained in relation to this Deed in the jurisdiction of the governing law of this Deed will
be recognised and enforced in its Original Jurisdiction.



 


		5.7	Time when Representations Made



 


		(a)	All the representations and warranties in this Clause 5 are deemed to be made by the Borrower on
the date of this Deed, the Final Settlement Date and the Effective Date.



 


		(b)	Each representation or warranty deemed to be made after the date of this Deed shall be deemed to be made
by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.



 


		6.	Undertakings by the Borrower



 


		6.1	Disposals



 


The Borrower shall
not (and shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related
or not) and whether voluntary or involuntary to make any Disposal, unless the Borrower provides evidence in form and substance satisfactory
to each of the DB Facility Lender and the Harbert Facility Lender that payment of both the Final Settlement Deferred Payment Amount (DB
Facility) and the Final Settlement Deferred Payment Amount (Harbert Facility) have been or will be made by the Deferred Payment Deadline.


 


		6.2	Other Transactions



 


The Borrower shall not enter into, or
permit to exist, any transaction (including the incurrence of any Financial Indebtedness) which may restrict or adversely affect its ability
to pay the Final Settlement Deferred Payment Amount (DB Facility), the Final Settlement Deferred Payment Amount (Harbert Facility) and/or
any Late Payment Fee, and/or any default interest accrued on any such sum under Clause 4.3 (Default Interest).


 


		7.	Release under English Law



 


		(a)	Subject to Clause 11 (Common Security Agent’s and DB Facility Agent’s Rights) and with
effect from the Effective Date, each of the DB Facility Agent (on behalf of the DB Finance Parties), the Harbert Facility Lender and the
Common Security Agent (on behalf of the Secured Parties) unconditionally and irrevocably releases each relevant Released Party from all
obligations and liabilities arising under the Debt Documents, including for the avoidance of doubt, the guarantee and indemnity given
by the relevant Released Party under clause 7 (Guarantee and indemnity) of the Intercreditor Agreement.



 


		(b)	If any amount paid or credited to or recovered by any Secured Party or any Secured Liabilities recovered
by any Secured Party is avoided or reduced by virtue of any bankruptcy, insolvency, liquidation, judicial management or similar laws of
general application or any similar event, the obligations and liabilities of each relevant Released Party under the Debt Documents, including
for the avoidance of doubt, clause 7 (Guarantee and indemnity) of the Intercreditor Agreement shall continue or be reinstated
as if the releases under this Deed had not occurred and such amount shall not be considered to have been irrevocably paid.



 






    11


     


    

 


		(c)	For the avoidance of doubt, without prejudice to Clause 11 (Common Security Agent’s and DB Facility
Agent’s Rights):



 


		(i)	the DB Facility Agent shall no longer have any duties or obligations under the DB Facility Agreement,
nor will any agency relationship exist as between the DB Facility Agent and any DB Finance Party, after the DB Facility Agent has complied
with its obligations to distribute the Final Settlement Initial Payment Amount (DB Facility) to the DB Facility Lender; and



 


		(ii)	the Common Security Agent shall no longer have any duties or obligations under the Intercreditor Agreement,
nor will any trustee relationship exist as between the Common Security Agent and any Secured Party, after the Effective Date,



 


it being acknowledged
that the Final Settlement Deferred Payment Amount (DB Facility) is payable directly to the DB Facility Lender and the Final Settlement
Deferred Payment Amount (Harbert Facility) is payable directly to the Harbert Facility Lender.


 


		8.	Release and/or Discharge under Singapore Law



 


		(a)	Subject to the occurrence of, and with effect from the Effective Date, the Harbert Facility Lender unconditionally
and irrevocably releases each relevant Released Party from all obligations and liabilities arising under the Debt Documents, including
for the avoidance of doubt, the Singapore Law Guarantee.



 


		(b)	If any amount paid or credited to or recovered by the Harbert Facility Lender or any Secured Liabilities
recovered by the Harbert Facility Lender is avoided or reduced by virtue of any bankruptcy, insolvency, liquidation, judicial management
or similar laws of general application or any similar event, the obligations and liabilities of each relevant Released Party under the
Debt Documents, including for the avoidance of doubt, the Singapore Law Guarantee shall continue or be reinstated as if the releases under
this Deed had not occurred and such amount shall not be considered to have been irrevocably paid.



 


		(c)	Subject to Clause 11 (Common Security Agent’s and DB Facility Agent’s Rights) and with
effect from the Effective Date, the Common Security Agent (on behalf of the Secured Parties):



 


		(i)	unconditionally and irrevocably releases and discharges each relevant Released Party’s property,
assets and undertaking from the Security constituted, created, evidenced or conferred by or pursuant to the Singapore law governed Security
Documents;



 


		(ii)	unconditionally and irrevocably releases, discharges, waives, terminates, reassigns and retransfers to
each relevant Released Party all its rights, title, and interest in the relevant Released Party’s property, assets and undertaking,
present or future, that were assigned, charged or otherwise provided as Security to the Common Security Agent and/or the Secured Parties
by or pursuant to the Singapore law governed Security Documents;



 






    12


     


    

 


		(iii)	consents to each relevant Released Party (at the cost and expense of the Released Parties) giving notice
of the releases, discharges, waivers, terminations, reassignments and retransfers under this Deed to any person to whom notice of any
Security created by or pursuant to the Singapore law governed Security Documents was given; and



 


		(iv)	acknowledges and confirms the revocation of the power of attorney contained in the Singapore law governed
Security Documents and every power and authority thereby conferred provided that nothing herein contained shall affect the validity of
any act or thing done by the Common Security Agent pursuant to such power of attorney prior to the Effective Date.



 


		(b)	On the Effective Date, the Released Security Assets shall be held free and discharged from the Security
created by or pursuant to, and all claims arising under, the Singapore law governed Security Documents.



 


		(c)	If any amount paid or credited to or recovered by any Secured Party or any Secured Liabilities recovered
by any Secured Party is avoided or reduced by virtue of any bankruptcy, insolvency, liquidation, judicial management or similar laws of
general application or any similar event, the obligations and liabilities of each relevant Released Party under the Singapore law governed
Security Documents shall continue or be reinstated and the Secured Parties shall be entitled to recover the value or amount of the Security
constituted thereby as if the discharges, releases, re-assignments and re-transfers (as applicable) under this Deed had not occurred and
such amount shall not be considered to have been irrevocably paid.



 


		9.	Release and/or Discharge under Delaware Law



 


		(a)	Subject to Clause 11 (Common Security Agent’s and DB Facility Agent’s Rights) and with
effect from the Effective Date, each of the DB Facility Agent (on behalf of the DB Finance Parties) and the Harbert Facility Lender unconditionally
and irrevocably releases each relevant Released Party from all obligations and liabilities arising under the Debt Documents, including
for the avoidance of doubt, the Delaware Law Guarantees.



 


		(b)	If any amount paid or credited to or recovered by any DB Finance Party or (as the case may be) the Harbert
Facility Lender or any Secured Liabilities recovered by any DB Finance Party or (as the case may be) the Harbert Facility Lender is avoided
or reduced by virtue of any bankruptcy, insolvency, liquidation, judicial management or similar laws of general application or any similar
event, the obligations and liabilities of each relevant Released Party under the Debt Documents, including for the avoidance of doubt,
the Delaware Law Guarantees shall continue or be reinstated as if the releases under this Deed had not occurred and such amount shall
not be considered to have been irrevocably paid.



 






    13


     


    

 


		(c)	Subject to Clause 11 (Common Security Agent’s and DB Facility Agent’s Rights) and with
effect from the Effective Date, the Common Security Agent (on behalf of the Secured Parties):



 


		(i)	unconditionally and irrevocably releases and discharges each relevant Released Party’s property,
assets and undertaking from the Security constituted, created, evidenced or conferred by or pursuant to the Delaware law governed Security
Documents;



 


		(ii)	unconditionally and irrevocably releases, discharges, waives, terminates, reassigns and retransfers to
each relevant Released Party all its rights, title, and interest in the relevant Released Party’s property, assets and undertaking,
present or future, that were assigned, charged or otherwise provided as Security to the Common Security Agent and/or the Secured Parties
by or pursuant to the Delaware law governed Security Documents;



 


		(iii)	consents to each relevant Released Party (at the cost and expense of the Released Parties) giving notice
of the releases, discharges, waivers, terminations, reassignments and retransfers under this Deed to any person to whom notice of any
Security created by or pursuant to the Delaware law governed Security Documents was given; and



 


		(iv)	acknowledges and confirms the revocation of the power of attorney contained in the Delaware law governed
Security Documents and every power and authority thereby conferred provided that nothing herein contained shall affect the validity of
any act or thing done by the Common Security Agent pursuant to such power of attorney prior to the Effective Date.



 


		(d)	On the Effective Date, the Released Security Assets shall be held free and discharged from the Security
created by or pursuant to, and all claims arising under, the Delaware law governed Security Documents.



 


		(e)	If any amount paid or credited to or recovered by any Secured Party or any Secured Liabilities recovered
by any Secured Party is avoided or reduced by virtue of any bankruptcy, insolvency, liquidation, judicial management or similar laws of
general application or any similar event, the obligations and liabilities of each relevant Released Party under the Delaware law governed
Security Documents shall continue or be reinstated and the Secured Parties shall be entitled to recover the value or amount of the Security
constituted thereby as if the discharges, releases, re-assignments and re-transfers (as applicable) under this Deed had not occurred and
such amount shall not be considered to have been irrevocably paid.



 


		10.	Indemnity



 


The Borrower shall within three Business
Days following written demand, indemnify the Common Security Agent, the DB Facility Agent, the DB Facility Lender and the Harbert Facility
Lender against any cost, loss, liability or expense incurred by it as a result of the exercise or purported exercise of any of the rights,
powers, discretions, authorities and remedies conferred on it or them by this Deed or otherwise relating to the Released Security Assets.


 


		11.	Common Security Agent’s and DB Facility Agent’s Rights



 


Notwithstanding the releases and/or
discharges referred to in Clause 7 (Release under English Law), Clause 8 (Release and/or Discharge under Singapore Law)
or Clause 9 (Release and/or Discharge under Delaware Law), the provisions of the Debt Documents which provide for rights, powers,
discretions, exclusions or limitations of liability, indemnities or other protections, in favour of the Common Security Agent or the DB
Facility Agent, including, for the avoidance of doubt, the rights, powers, discretions, exclusions, limitations of liability, indemnities
and protections set out under each of the following provisions:


 


		(a)	(in the case of the Common Security Agent):



 


		(i)	paragraph (g) of clause 22.2 (Instructions) of the Intercreditor Agreement;



 






    14


     


    

 


		(ii)	paragraph (a)(iii) of clause 22.7 (Rights and discretions) of the Intercreditor Agreement; and



 


		(iii)	clause 22.11 (Primary Creditor’s indemnity to the Common Security Agent) of the Intercreditor
Agreement;



 


		(b)	(in the case of the DB Facility Agent):



 


		(i)	paragraph (f) of clause 28.2 (Instructions) of the DB Facility Agreement;



 


		(ii)	paragraph (a)(iii) of clause 28.7 (Rights and Discretions) of the DB Facility Agreement; and



 


		(iii)	clause 28.11 (Lenders’ Indemnity to the Agent) of the DB Facility Agreement,



 


shall continue to apply in relation
to the actions of the Common Security Agent or (as the case may be) the DB Facility Agent taken (or omitted to be taken) and the performance
by the Common Security Agent or (as the case may be) the DB Facility Agent of its role and in relation to the matters contemplated by
this Deed.


 


		12.	Costs and Expenses



 


		12.1	Expenses



 


The Borrower shall promptly following
written demand, pay to each Primary Creditor the amount of all costs and expenses (including legal fees) (together with any applicable
Indirect Tax) incurred by any Secured Party in connection with the negotiation, preparation, printing and execution of this Deed and the
implementation including any action taken by any Secured Party in accordance with Clause 13 (Further Assurance) of the arrangements
contemplated in this Deed and any related documentation.


 


		12.2	Stamp Taxes



 


Clause 24.4 (Stamp taxes)
of the Intercreditor Agreement shall apply as if it were set out in full in this Deed, save that references in that Clause to any “Debt
Document” shall be treated in this Deed as being to this “Deed”.


 


		13.	Further Assurance



 


		(a)	The Common Security Agent confirms that it will promptly on the Effective Date, deliver all documents
and notices (including all certificates and other documents of title or evidence of ownership) which it has in its possession or control
in respect of the Released Security Assets to legal counsel to the relevant Released Party or as the relevant Released Party may reasonably
request.



 


		(b)	The Common Security Agent shall promptly on or after the Effective Date and subject to the Borrower having
complied with Clause 12 (Costs and Expenses), do all such acts and execute all such documents (including, without limitation,
terminations of deposit account control agreements, reassignments, retransfers, notices or releases) substantially in the forms provided
to the Common Security Agent prior to the date of this Deed as a Released Party may reasonably specify to give effect to the release and
discharge of the Security interests created by or pursuant to any Security Document to which it is a party in accordance with the provisions
of Clause 8 (Release and/or Discharge under Singapore Law) or Clause 9 (Release and/or Discharge under Delaware Law).



 






    15


     


    

 


		(c)	Each Released Party or their designees shall, and the Common Security Agent hereby authorizes the Released
Parties and/or their designees to, take all such action as is available to it (including making all filings, recordals and registrations)
as may be necessary for the purpose of the release of any of the Released Security Assets from the Security created by or pursuant to
the Security Documents (including, but not limited to:



 


		(i)	the filing of the necessary Statements of Satisfaction of Registered Charge with the Accounting and Corporate
Regulatory Authority of Singapore;



 


		(ii)	the filing of the necessary UCC-3 statements;



 


		(iii)	the filings with the United States Patent and Trademark Office; and



 


		(iv)	the filings of the necessary Applications to Terminate Security Interests with the Intellectual Property
Office of Singapore and the necessary Requests for the Recording of a Restriction of the Holder’s Right of Disposal with the International
Bureau of the World Intellectual Property Organization and such other documents as may be required by any relevant intellectual property
offices),



 


in each case, promptly
on or after the Effective Date.


 


		14.	Amendments and Waivers



 


Any term of this Deed may be amended
or waived only with the consent of each Party.


 


		15.	Assignments and Transfers



 


		(a)	No Released Party may assign any of its rights or transfer any of its rights or obligations under this
Deed.



 


		(b)	Each of the DB Facility Lender and the Harbert Facility Lender may assign and/or transfer all or any part
of its rights and/or obligations under or in respect of this Deed to any person from time to time without the consent of each other or
of any Released Party and each Released Party agrees to execute all documents and take all action that may be reasonably required by the
DB Facility Lender or the Harbert Facility Lender (as applicable) in respect of any assignment or transfer, or proposed assignment or
transfer. Any such assignee or transferee shall be and be treated as a party for all purposes of this Deed and shall be entitled to the
full benefit of this Deed to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred
to it.



 






    16


     


    

 


		16.	Partial Invalidity



 


If, at any time, any provision of this
Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of that provision under the law of any other
jurisdiction will in any way be affected or impaired.


 


		17.	Counterparts



 


This Deed may be executed in any number
of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.


 


		18.	Governing Law



 


		(a)	Except as provided in this Clause 18, this Deed and any non-contractual obligations arising out of or
in connection with it are governed by English law.



 


		(b)	Clause 8 (Release and/or Discharge under Singapore Law) is governed by, and construed in accordance
with, Singapore law.



 


		(c)	Clause 9 (Release and/or Discharge under Delaware Law) is governed by, and construed in accordance
with, Delaware law.



 


		19.	Enforcement



 


		19.1	Jurisdiction



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation
arising out of or in connection with this Deed) (a “Dispute”).



 


		(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no Party will argue to the contrary.



 


		(c)	Notwithstanding paragraphs (a) and (b) above, to the extent allowed by law:



 


		(i)	no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction; and



 


		(ii)	the Secured Parties may take concurrent proceedings in any number of jurisdictions.



 


		19.2	Service of process



 


		(a)	Without prejudice to any other mode of service allowed under any relevant law the Borrower:



 


		(i)	irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation
to any proceedings before the English courts in connection with this Deed; and



 


		(ii)	agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings
concerned.



 


		(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for
service of process, the Borrower must immediately (and in any event within 10 days of such event taking place) appoint another agent on
terms acceptable to the Secured Parties. Failing this, the Secured Parties may appoint another agent for this purpose.



 


In Witness whereof this Deed has been executed
and delivered as a deed by the Released Parties and signed by the Common Security Agent, the DB Facility Agent, the DB Facility Lender
and the Harbert Facility Lender on the date stated at the beginning of this Deed.


 






    17


     


    

 





Schedule 1

Released Parties


 


	Company	Jurisdiction of 

incorporation	Company number
	Near Intelligence Holdings Inc.	Delaware	6646754
	Near Pte. Ltd.	Singapore	201205693G
	Near Intelligence Pte. Ltd.	Singapore	202004197Z
	Near North America, Inc.	Delaware	27-2139078


 






    18


     


    

 





Schedule 2

Released Documents


 


Part I Delaware Law Guarantees


 


	Item no.	Guarantor(s) 	Date of 

Guarantee	Description of Guarantee 	Governing law of

 Guarantee
	1. 	Near North America, Inc.	29 April 2022	Guaranty of payment agreement	State of Delaware
	2. 	Near North America, Inc. (formerly known as Ubermedia, Inc.)	5 August 2021	Guaranty of payment agreement	State of Delaware


 


Part II Singapore Law Guarantee


 


	Item no.	Guarantor(s) 	Date of 

Guarantee	Description of Guarantee 	Governing law of

 Guarantee
	1. 	Near Intelligence Pte. Ltd.	26 January 2022	Deed of guarantee	Singapore


 


Part III Security Documents


 


	Item no.	Security Provider(s) 	Date of 

Security

 Document	Description of Security Document 	Governing law of

 Security Document
	1. 	
    (a) Near
    Pte. Ltd.

     

    (b) Near
    Intelligence Pte. Ltd.

     
	29 April 2022	Supplemental debenture	Singapore
	2. 	
    (a) Near
    Pte. Ltd.

     

    (b) The
    Borrower

     
	29 April 2022	Pledge agreement over shares of the Borrower and Near North America, Inc.	State of Delaware
	3. 	The Borrower	29 April 2022	Debenture	Singapore
	4. 	
    (a) The
    Borrower

     

    (b) Near
    North America, Inc.

     
	29 April 2022	Amended and restated intellectual property security agreement	State of Delaware
	5. 	
    (a) The
    Borrower

     

    (b) Near
    North America, Inc.

     
	29 April 2022	Amended and restated security agreement	State of Delaware
	6. 	Near North America, Inc.	29 April 2022	Assignment of security agreement and intellectual property security agreement	State of Delaware
	7. 	Near North America, Inc. (formerly known as Ubermedia, Inc.)	11 May 2022	Springing account control agreement	State of California
	8. 	The Borrower	12 May 2022	Deposit account control agreement	State of New York
	9. 	Near North America, Inc.	12 May 2022	Deposit account control agreement	State of New York


 






    19


     


    

 





Schedule 3 

Conditions Precedent to Effective Date


 


		1.	A copy of the constitutional documents of the Borrower.



 


		2.	A copy of a resolution of the board of directors of the Borrower:



 


		(a)	approving the terms of, and the transactions contemplated by, this Deed
and resolving that it execute this Deed;



 


		(b)	authorising a specified person or persons to execute this Deed on its behalf;
and



 


		(c)	authorising
a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it
under or in connection with this Deed, 

	 	 	 
	 	together with a copy of the acknowledgement and consent signed by the required holders of the issued shares in the Borrower acknowledging and consenting to, among others, the incurrence of the obligations under the terms of, and the transactions contemplated by, this Deed.



 


		3.	Evidence that any process agent referred to in this Deed has accepted its
appointment.



 






    20


     


    

 





Schedule 4 

Form of Pay-off Confirmations


 


		From:	[Wilmington Trust (London) Limited as DB Facility Agent]/[Harbert European Specialty Lending Company II S.à. r.l.
as Harbert Facility Lender]*



 


		To:	Near Intelligence Holdings Inc. as Borrower (the “Borrower”)



 


		Copy:	Wilmington Trust (London) Limited as Common Security Agent (the “Common Security Agent”)



 


____________ 2022


 


Pay-off Confirmation in relation to the global
deed of discharge and release dated      ___________2022
between, among others, [the DB Facility Agent]/[the Harbert Facility Lender]*, the Common Security Agent and the Released Parties
named therein (the “Global Deed of Release”)


 


		1.	We refer to the Global Deed of Release. This is the Pay-off Confirmation
[(DB Facility)]/[(Harbert Facility)]*.



 


		2.	Except where the context otherwise requires and unless otherwise defined
in this confirmation, terms and expressions which are defined or construed for the purposes of the Global Deed of Release shall have the
same meaning or shall be construed in the same manner when used in this Pay-off Confirmation [(DB Facility)]/[(Harbert Facility)]*.



 


		3.	Pursuant to Clause 2 (Settlement Conditions) of the Global Deed of
Release, we hereby confirm the satisfaction of the Settlement Condition [(DB Facility)]/[(Harbert Facility)]*.



 


		4.	We further confirm that we have received all of the documents and other
evidence listed in Schedule 3 (Conditions Precedent to Effective Date) of the Global Deed of Release in form and substance satisfactory
to us prior to the date of the Global Deed of Release.



 


		5.	This Pay-off Confirmation and all non-contractual obligations arising out
of or in connection with it are governed by English law.



 


 





 






	*	Delete as applicable.



 






    21


     


    

 


[WILMINGTON TRUST (LONDON)
LIMITED] / [HARBERT EUROPEAN SPECIALTY LENDING COMPANY II S.À. R.L.]


 


as [DB Facility Agent]/[Harbert Facility Lender]


 


	 	 
	By:	                 	 
	Name:	 	 
	Title:	 	 



 






    22


     


    

 


Signatories


 


The
Borrower


SIGNED,
SEALED AND DELIVERED AS A DEED


 


	By:	NEAR INTELLIGENCE
    HOLDINGS INC.	 


 


	/s/ Anil Mathews	 	Signature	 
	 	 	 	 
	Anil Mathews	 	Name	 
	 	 	 	 
	Chief Executive Officer	 	Title	 
	 	 	 	 
	in the presence of	 	 	 
	 	 	 	 
	/s/ Rahul Agarwal	 	Signature of witness	 
	 	 	 	 
	Rahul Agarwal	 	Name of witness	 
	 	 	 	 
	100 W Walnut St. 4th Floor	 	Address of witness	 
	 	 	 	 
	Pasadena, CA 94301	 	 	 
	 	 	 	 
	Chief Financial Officer	 	Occupation of witness	 


 


Signature
page of the Global Deed of Discharge and Release


 




    23


     


    

 


Other
Released Parties


EXECUTED
AND DELIVERED AS A DEED


 


	By:	NEAR PTE. LTD.	 


 


	/s/ Anil Mathews	 	Signature	 
	 	 	 	 
	Anil Mathews	 	Name	 
	 	 	 	 
	Chief Executive Officer	 	Title	 
	 	 	 	 
	in the presence of	 	 	 
	 	 	 	 
	/s/ Rahul Agarwal	 	Signature of witness	 
	 	 	 	 
	Rahul Agarwal	 	Name of witness	 
	 	 	 	 
	100 W Walnut St. 4th Floor	 	Address of witness	 
	 	 	 	 
	Pasadena, CA 94301	 	 	 
	 	 	 	 
	Chief Financial Officer	 	Occupation of witness	 


 


EXECUTED
AND DELIVERED AS A DEED


 


	By:	NEAR INTELLIGENCE PTE. LTD.  	 


 


	/s/ Anil Mathews	 	Signature	 
	 	 	 	 
	Anil Mathews	 	Name	 
	 	 	 	 
	Chief Executive Officer	 	Title	 
	 	 	 	 
	in the presence of	 	 	 
	 	 	 	 
	/s/ Rahul Agarwal	 	Signature of witness	 
	 	 	 	 
	Rahul Agarwal	 	Name of witness	 
	 	 	 	 
	100 W Walnut St. 4th Floor	 	Address of witness	 
	 	 	 	 
	Pasadena, CA 94301	 	 	 
	 	 	 	 
	Chief Financial Officer	 	Occupation of witness	 


 


Signature
page of the Global Deed of Discharge and Release


 




    24


     


    

 


SIGNED,
SEALED AND DELIVERED AS A DEED 


 


	By:	NEAR NORTH AMERICA, INC.	 


 


	/s/ Anil Mathews	 	Signature	 
	 	 	 	 
	Anil Mathews	 	Name	 
	 	 	 	 
	Chief Executive Officer	 	Title	 
	 	 	 	 
	in the presence of	 	 	 
	 	 	 	 
	/s/ Rahul Agarwal	 	Signature of witness	 
	 	 	 	 
	Rahul Agarwal	 	Name of witness	 
	 	 	 	 
	100 W Walnut St. 4th Floor	 	Address of witness	 
	 	 	 	 
	Pasadena, CA 94301	 	 	 
	 	 	 	 
	Chief Financial Officer	 	Occupation of witness	 


 


Signature
page of the Global Deed of Discharge and Release


 








    25


     


    

 


The
Common Security Agent


 


WILMINGTON
TRUST (LONDON) LIMITED


 


	By:	Lisa Mariconda	 
	 	 
	/s/ Lisa Mariconda	 


 


Signature
page of the Global Deed of Discharge and Release


 




    26


     


    

 


The
DB Facility Agent


 


WILMINGTON
TRUST (LONDON) LIMITED


 


	By:	Lisa Mariconda	 
	 	 
	/s/ Lisa Mariconda	 


 


Signature
page of the Global Deed of Discharge and Release


 




    27


     


    

 


The
DB Facility Lender


 


DEUTSCHE
BANK AG, LONDON BRANCH


 


	By: 	Jaipal Chawla	 	By: 	Nick Jarvis	 
	 	 	 	 
	/s/ Jaipal Chawla	 	/s/ Nick Jarvis	 


 


Signature
page of the Global Deed of Discharge and Release


 




    28


     


    

 


The
Harbert Facility Lender


 


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


 


	By:	Johan Kampe	 
	 	 
	/s/ Johan Kampe	 


 


Signature
page of the Global Deed of Discharge and Release


 


 


29