Exhibit 10.31


 


Execution Version


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.


 


THE SHARES OF THE COMMON STOCK OF THE COMPANY
ISSUABLE UPON EXERCISE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS
OF EACH CLASS AND SERIES AS SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED, SUPPLEMENTED OR AMENDED AND RESTATED,
AND AMENDED AND RESTATED BYLAWS, AS AMENDED, SUPPLEMENTED OR AMENDED AND RESTATED. THE COMPANY SHALL FURNISH A COPY OF THE FOREGOING INSTRUMENTS
AND ANY RELEVANT AMENDMENTS THERETO TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST.


 


Warrant Certificate No. [●]

Date of Issuance: November [●], 2022 (the “Date of Issuance”)


 


Warrant Certificate


 


NEAR INTELLIGENCE HOLDINGS, INC.


 


THIS WARRANT certifies that,
for good and valuable consideration, [●] (together with its affiliates and any successor or permitted assignee or transferee of
this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase [●]
fully paid and non-assessable shares (the “Shares”) shares of common stock, par value $0.01 per share (the “Class”),
of NEAR INTELLIGENCE HOLDINGS, INC., a Delaware corporation (the “Company”), in accordance with
the provisions of Section 1 hereof. The term (“Warrant”) as used herein shall include this Warrant and
any warrants delivered in substitution or exchange therefore as provided herein. This Warrant is being issued in connection with that
certain Financing Agreement between the Company, the Guarantors party thereto, the Lenders party thereto, and Blue Torch Finance LLC,
as Administrative Agent and Collateral Agent, dated as of the date hereof (the “Financing Agreement”) and capitalized
terms not otherwise defined herein shall have the meaning ascribed to such term in the Financing Agreement. This Warrant is one of a series
of warrants referred to as the “Warrants” in the Financing Agreement.


 


SECTION
1. EXERCISE.


 


1.1  Exercise.


 


(a)  Number
and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein, each Warrant entitles
the Holder upon exercise to receive from the Company one fully paid and nonassessable share of the Class, as may be adjusted from time
to time pursuant to the terms herein (the “Warrant Shares”), at an initial purchase price of $0.001 per share
(as may be adjusted from time to time pursuant to the terms herein, the “Warrant Price”), on or after the Date
of Issuance and on or before the date that is ten (10) years following the date hereof (the “Expiration Date”).


 






     


     


    

 


(b)  Exercise.
While this Warrant remains outstanding and exercisable in accordance with Section 1.1(a) above, the Holder may exercise this
Warrant, in whole or in part, by delivering to the Company this Warrant together with a duly executed Notice of Exercise in substantially
the form attached hereto as Appendix 1 (“Notice of Exercise”) and, unless Holder is exercising this Warrant
pursuant to a cashless exercise as set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by
the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. In the
case of partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder,
upon request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining
unexercised may be issued by the Company to the Holder of such Warrant Certificate or their duly authorized assigns in accordance with
Section 1.4 hereof. The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.
Issuance of Warrant Shares to Holder upon the exercise of this Warrant shall be made without charge to Holder for any transfer or similar
tax in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company.


 


1.2  Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1
above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this
Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, 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 this Warrant is being exercised (inclusive of the Shares surrendered to the Company in
payment of the aggregate Warrant Price);



 


		A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and



 


		B =	the Warrant Price.



 


1.3  Fair
Market Value.


 


(a)  If
shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter
market (a “Trading Market”), the fair market value (“Fair Market Value”) of a Share
shall be the average of the closing price of a share of the Class as reported by Bloomberg the Trading Market for the shares of the Class
for the five (5) trading days immediately preceding the date on which Holder delivers this Warrant together with its Notice of Exercise
to the Company . If shares of the Class are not then traded in a Trading Market, the Fair Market Value of a Share shall be the fair market
value per share of Common Stock as determined jointly by the Board of Directors of the Company and the Holder, each acting in good faith.


 


(b)  Notwithstanding
anything to the contrary in Section 1.3(a) above, 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 of the Class in such Acquisition or the de-SPAC Merger, as applicable.


 






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1.4  Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount
to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within
a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.


 


1.5  Treatment
of Warrant Upon Acquisition of Company.


 


(a)  Acquisition.
For the purpose of this Warrant, “Acquisition” means (i) a merger or consolidation in which the Company is a constituent party
or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation,
except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding
immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock
that represent, immediately following such merger or consolidation continue to represent, immediately following such merger or consolidation,
a majority, by voting power, of the capital stock of (1) the surviving or the resulting corporation or (2) if the surviving or the resulting
corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation
of such surviving or resulting corporation, (ii) the transfer (whether by merger, consolidation or otherwise), in one transaction or a
series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities),
of shares of the Company’s capital stock if, after the closing of such transaction or series of related transactions, such person
or group of affiliated persons would hold at least 50%, by voting power, of the capital stock of the Company (or the surviving or acquiring
entity), (iii) the sale, lease, transfer, exclusive license or another disposition, in a single transaction or series of related transactions,
by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a
whole, or the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related
transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken
as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition
to a wholly owned subsidiary of the Company, (iv) a “Change of Control” with respect to the Financing Agreement.


 


(b)  Treatment
of Warrant at Acquisition. In the event of an Acquisition, if Holder has not previously exercised this Warrant pursuant to Section 1.1
above as to all Shares, then this Warrant shall automatically be deemed to be cashless exercised pursuant to Section 1.2 above as to
all Shares effective immediately prior to and contingent upon the consummation of an Acquisition. In connection with such cashless exercise,
Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereof
and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise.


 






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1.6  Put
Right. At any time following the earlier of (i) two (2) years following the date hereof, (ii) an event of default under any material
debt agreement of the Company or its affiliates and (iii) the repayment of indebtedness and termination of commitments under any material
debt agreement of the Company or its affiliates (other than contingent indemnity obligations, capital leases, equipment leases, and the
existing indebtedness on the Date of Issuance including the Existing Credit Facilities and any loan agreement set forth on Schedule 7.02(b)
of the Financing Agreement), each Holder shall be entitled (such right, the “Put Right”) to require the Company
to purchase all of its outstanding Warrants at an aggregate price equal to (x) the total number of outstanding Warrants (excluding any
Warrants previously exercised pursuant to Section 1.1 or 1.2 herein held by such Holder), divided by (y) the total
number of Warrants outstanding on the date hereof, multiplied by (z) $10.0 million (such price, subject to adjustment as described
herein the “Put Price”) within ten (10) Business Days after receipt of a Put Notice (as defined below). The
Put Right may be exercised by delivering irrevocable written notice (a “Put Notice”) to the Company of the Holder’s
intent to exercise the Put Right. The Put Right shall initially be transferrable together with the Warrants; provided that the Put Right
with respect to each Warrant shall become immediately non-transferrable upon the exercise of such Warrant under Section 1.1 or
1.2 herein.


 


SECTION
2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.


 


2.1  Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable
in cash, additional shares of the Class or other securities or property, then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have
received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding
shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall
be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined
or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased
and the number of Shares shall be proportionately decreased.


 


2.2  Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged,
combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the
consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would
have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter
from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive
reclassifications, exchanges, combinations, substitutions, replacements or other similar events.


 


2.3  No
Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall
be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall
eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the
Fair Market Value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.


 






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2.4  Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense,
shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares
and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate
of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect
upon the date of such adjustment.


 


SECTION
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1  Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)  The
Company represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of
formation, with all requisite power and authority to issue and enter into this Warrant and to perform its obligations hereunder. The Company
has all requisite legal right, power and authority to issue this Warrant and to perform all its obligations relating thereto. The issuance
of this Warrant by the Company and the consummation of the transactions contemplated herein have all been duly authorized by the Board
of Directors of the Company, and, where required, the stockholders of the Company. No consent, waiver or authorization of, or filing with
any other person or entity (including without limitation, any governmental authority) is required in connection with any of the foregoing
or with the validity or enforceability against the Company of this Warrant.


 


(b)  The
Company covenants that at all times during which any Warrants remain outstanding, it shall ensure that there will be reserved for issuance
such number of shares as is necessary for exercise in full of this Warrant. All Shares which may be issued upon the exercise of this Warrant,
and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid
and non-assessable, and free of any taxes, liens and encumbrances except for restrictions on transfer provided for herein, under the Company’s
Restated Certificate of Incorporation (the “Certificate of Incorporation”) and/or Bylaws, and under applicable
federal and state securities laws.


 


(c)  The
execution, delivery and performance of this Warrant do not and will not, with or without the passage of time or the giving of notice or
both, (i) conflict with or violate any provision of the Certificate of Incorporation, (ii) conflict with or violate any requirement of
law or material contractual obligation applicable to the Company, (iii) result in or require the creation or imposition of any lien upon
any assets of the Company or (iv) require any action by or in respect of, or filing with, any governmental body, agency or official, other
than (x) such as have been obtained and remain in full force and effect, and (y) such qualifications or filings under applicable federal
and state securities laws as may be required in connection with the transactions contemplated hereby.


 


(d)  The
Company will not register the issuance of and shall not require the issuance of Warrants to be registered under the Securities Act.


 


(e)  Neither
the Company nor any of its subsidiaries is (or expects to become in the foreseeable future) a United States real property holding corporation
(“USRPHC”) within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company shall (i) if it is legally able to do so, provide to Holder, upon Holder’s written request, a certification that this
Warrant does not constitute a “United States real property interest”, in accordance with Treasury Regulations Section 1.897-2(h)(1),
and (ii) in connection with the provision of any certification pursuant to the preceding clause (i), comply with the notice provisions
set forth in Treasury Regulations Section 1.897-2(h). In the event the Company becomes aware of any facts or circumstances that could
reasonably be expected to cause it to become a USRPHC, the Company shall promptly notify Holder.


 






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(f)  The
Company will not take any action to be classified as anything other than a U.S. entity treated as a corporation for U.S. federal income
tax purposes without the written consent of Holder.


 


3.2  Notice
of Certain Events. If the Company proposes at any time to:


 


(a)  declare
any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities and whether
or not a regular cash dividend;


 


(b)  offer
for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of
the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c)  effect
any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;


 


(d)  effect
an Acquisition or to liquidate, dissolve or wind up;


 


(e)  effect
its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration statement under the
Securities Act (the “IPO”); or


 


(f)  effect
the de-SPAC Merger;


 


then, in connection with each such event, the Company shall give Holder:


 


(1) in the case
of the matters referred to in (a) and (b) above, at least ten (10) Business Days (or such shorter period agreed with the Holder)
prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such
dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will
be entitled thereto) or for determining rights to vote, if any;


 


(2)  in
the case of the matters referred to in (c), (d), and (f) above at least ten (10) Business Days (or such shorter period agreed with the Holder)
prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of
the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event
and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event
giving rise to the notice); and


 


(3)  with
respect to the IPO, at least ten (10) Business Days (or such shorter period agreed with the Holder) prior written notice of the date on
which the Company proposes to file a registration statement in connection therewith.


 


SECTION
4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.


 


The Holder represents and warrants to the Company
as follows:


 


4.1  Purchase
for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of
the Securities Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


4.2  Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities
Act.


 






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4.3  The
Securities Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise
hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities
laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144
promulgated under the Securities Act.


 


4.4  No
Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 


4.5  Investment
Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies
similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the
merits and risks of its investment in the Company and protecting its own interests.


 


4.6  Access
to Data. The Holder has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction.
The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire
the Company’s securities. The Holder understands that any such discussions, as well as any information issued by the Company, were
intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive
description. The Holder acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change
and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that
some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.


 


4.7  Legal
Counsel. The Holder has had the opportunity to review this Warrant, the exhibits and schedules attached hereto and the transactions
contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company
or its agents for legal advice with respect to this investment or the transactions contemplated by this Warrant.


 


4.8  Tax
Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this
investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors
and not on any statements or representations of the Company or any of its agents, written or oral, except such statements or representations
of the Company made by the Company hereunder. The Holder understands that it (and not the Company) shall be responsible for its own tax
liability that may arise as a result of this investment and the transactions contemplated by this Warrant, except as otherwise provided
under this Warrant; provided, that the Company and Holder shall cooperate in good faith in determining the amount of withholding taxes,
if any, that would be payable by the Company and the dividend income to the Holder as a result of any constructive dividend resulting
from any adjustment described in Section 2 and preparing any Internal Revenue Service Form 8937 (or similar tax form) related to such
adjustment.


 


4.9  No
“Bad Actor” Disqualification. Neither (i) the Holder, (ii) any of its directors, executive officers, other officers that
may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial
owner of any of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities Act) held by the Holder
is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities
Act, except as set forth in Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the acceptance of
this Warrant, in writing in reasonable detail to the Company.


 


SECTION
5. MISCELLANEOUS.


 


5.1  Term.
Subject to the provisions of Section 1.5 above, this Warrant is exercisable in whole or in part at any time and from time to time until
6:00 PM, Pacific time, on the Expiration Date; and shall be void thereafter.


 






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5.2  Legends.


 


(a)  Each
certificate evidencing Shares shall be imprinted with a legend in substantially the following form (together with such other legends as
may be required under the Certificate of Incorporation or the Company’s Bylaws, each as amended and in effect from time to time,
in addition to any legend required by state securities laws):


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This
certificate must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, TRANSFER, pledge OR hypothecation
of any interest in any of the securities represented hereby.


 


(b)  Each
certificate evidencing Shares issued upon exercise hereof shall also be notated with a legend in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE
WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.


 


5.3  Transfers;
Bad Actors; Taxes.


 


(a)  This
Warrant and the Shares issued upon exercise of this Warrant may not be transferred or assigned in whole or in part except with the prior
written consent of the Company, such consent not to be unreasonably withheld, and in any event in compliance with applicable federal and
state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters
and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company); provided, that this Warrant
(or such Shares) may be assigned, conveyed or transferred without the prior written consent of the Company (i) in connection with a related
transfer of a corresponding amount of outstanding Loans (as such term is defined in the Financing Agreement) to a permitted purchaser
of such Loans pursuant to the terms of the Financing Agreement; (ii) in the case of the Shares, at any time following an Acquisition,
the de-SPAC Merger or an IPO; or (iii) to an affiliate of the Holder, in each case by giving the Company a written notice of the portion
of the Warrant (or such Shares) being transferred, such notice setting forth the name, address and taxpayer identification number of the
transferee, and surrendering this Warrant (if applicable) to the Company for reissuance to the transferee(s) (and to the new Holder for
any remaining Shares, if applicable).


 


(b)  The
Holder agrees not to sell, assign, transfer, pledge or otherwise dispose of any securities of the Company, or any beneficial interest
therein, to any person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the
Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director
or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner
of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications
described in Rule 506(d)(1)(i) through (viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under
the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company. The Holder will
promptly notify the Company in writing if the Holder or, to the Holder’s knowledge, any person specified in Rule 506(d)(1) under
the Securities Act becomes subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii)
under the Securities Act.


 


(c)  In
no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery
of any certificate, or a book entry, in a name other than that of the Holder, and the Company shall not be required to issue or deliver
any such certificate, or make such book entry, unless and until the person or persons requesting the issue or entry thereof shall have
paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or
is not payable.


 


5.4  Transfer
Procedure. Subject to the provisions of Section 5.3, the Holder may transfer all or part of this Warrant or the Shares issued upon
exercise of this Warrant to any transferee, provided, however, in connection with any such transfer, the Holder will surrender this Warrant
to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall
agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; and provided further, that the transfer
of any Shares issued on exercise hereof shall be subject to the provisions of the Certificate of Incorporation and/or the Company’s
Bylaws, each as amended and in effect from time to time.


 






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 5.5 Notices. All
notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i)
when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail,
postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient,
or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such
address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to
time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company
receives notice of a change of address in connection with a transfer or otherwise:


 


c/o Blue Torch Capital LP

150 East 58th Street, 18th 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


 


and a copy to:


 


Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attn: Peter Sluka


Email: peter.sluka@lw.com


 


Notice to the Company shall be addressed as follows
until Holder receives notice of a change in address:


 


c/o Near Intelligence Holdings Inc.


100 W. Walnut Street, 4th Floor

Pasadena, California 91124

Attn: Chief Financial Officer


Email: Rahul Agarwal


 


With a copy (which shall not constitute notice) to:


 


Sidley Austin LLP

787 7th Ave.

New York, New York 10019

Attention: Elizabeth R. Tabas Carson; Joshua DuClos

Telephone: (212) 839-6075; (310) 595 9616


Email: etabas@sidley.com; jduclos@sidley.com


 


5.6  Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either
retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.


 


5.7  Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, each party shall be responsible
for its own costs incurred in such dispute, including attorneys’ fees.


 


5.8  Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the
same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature
page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9  Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to
its principles regarding conflicts of law.


 


5.10  Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.


 


5.11  Business
Days. “Business Day” is any day other than a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required to close.


 


[Signature page follows]




    9


     


    

 


Execution Version


 


IN WITNESS WHEREOF, the parties have caused this
Warrant to be executed by their duly authorized representatives effective as of the Date of Issuance written above.


 


	“COMPANY”	 
	 	 	 
	NEAR INTELLIGENCE HOLDINGS INC.	 
	 	 	 
	By:		 
	Name:	Anil Mathews	 
	Title:	Authorized Signatory	 
	 	 	 
	“HOLDER”	 
	 	 	 
	[BLUE TORCH CAPITAL LP]	 
	 	 	 
	By:	 	 
	Name: 	 	 
	 	(Print)	 
	Title:	 	 



 


[Signature Page to Warrant]


 




    10


     


    

 


APPENDIX 1


 


NOTICE OF
EXERCISE


 


1.  The
undersigned Holder hereby exercises its right to purchase ___________ shares of the Common Stock of Near Intelligence Holdings Inc. (the
“Company”) in accordance with the attached Warrant, and tenders payment of the aggregate Warrant Price for such
shares as follows:


 


[   ] check in the amount of $________
payable to order of the Company enclosed herewith


 


[   ] Wire transfer of immediately
available funds to the Company’s account


 


[   ] Cashless Exercise pursuant to
Section 1.2 of the Warrant


 


[   ] Other [Describe] _____________________________


 


2.  Please
issue a certificate or certificates representing the Shares in the name specified below:


 


	 	 	 
	 	Holder’s Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 



 


3.  By
its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4
of the Warrant as of the date hereof.


 


	 	HOLDER:
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	      
	 	 	 
	 	Title:	 
	 	 	 
	 	(Date):	 



 


 


Appendix 1