Exhibit 10.33


 


Execution Version


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK SECURITY
AGREEMENT, dated as of November 4, 2022 (this “Agreement”), is made by the signatory hereto indicated as a Grantor
(the “Grantor”) in favor of BLUE TORCH FINANCE LLC, as collateral agent for the Secured Parties (in such capacity,
together with its successors and permitted assigns in such capacity, the “Collateral Agent”).


 


WHEREAS, pursuant to
that certain Financing Agreement, dated as of November 4, 2022 (as the same may hereafter be amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Near Intelligence Holdings
Inc., a Delaware corporation, the Lenders from time to time party thereto, the Collateral Agent and the other parties from time to time
party thereto, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and conditions set forth
therein;


 


WHEREAS, as a condition
precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Financing Agreement,
the Grantor entered into a Pledge and Security Agreement, dated as of November 4, 2022 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Pledge and Security Agreement”), among the Grantor, the Collateral Agent
and the other parties from time to time party thereto, pursuant to which the Grantor granted to the Collateral Agent, for the benefit
of the Secured Parties, a security interest in the Trademark Collateral (as defined below); and


 


WHEREAS, pursuant to
the Pledge and Security Agreement, the Grantor agreed to execute this Agreement, in order to record the security interest granted to the
Collateral Agent for the benefit of the Secured Parties with the United States Patent and Trademark Office.


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Grantor hereby agrees with the Collateral Agent as follows:


 


SECTION 1. Defined Terms


 


Capitalized terms used but
not defined herein shall have the respective meanings given thereto in the Pledge and Security Agreement, and if not defined therein,
shall have the respective meanings given thereto in the Financing Agreement.


 


SECTION 2. Grant of Security Interest in Trademark Collateral


 


 SECTION 2.1 Grant of Security. 


 


The Grantor hereby grants
to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the following property, in each case,
wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for
the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured
Obligations:


 


(a)
all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification,
and general intangibles of like nature, whether registered or unregistered, and, with respect to any and all of the foregoing, (i) all
registrations and applications for registration thereof including, without limitation, the registrations and applications listed on Schedule
A, (ii) all extensions and renewals thereof and (iii) all of the goodwill of the business connected with the use of and symbolized
by any of the foregoing; and


 






     


     


    

 


(b)
(i) all rights to sue or otherwise recover for any past, present and future infringement, dilution, or other violation of any of
the foregoing, (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages,
proceeds of suit and other payments now or hereafter due and/or payable with respect thereto, and (iii) all other rights of any kind accruing
thereunder or pertaining thereto throughout the world.


 


Notwithstanding anything to the contrary in this
Agreement, the term “Trademark Collateral” shall not include (and no component term of the definition of Trademark Collateral
shall include), Excluded Property.


 


SECTION 3. Security Agreement


 


The security interest granted
pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties
pursuant to the Pledge and Security Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral
Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge
and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event
that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security
Agreement shall control.


 


SECTION 4. Governing Law


 


SECTION 12.09 (GOVERNING
LAW) OF THE FINANCING AGREEMENT IS HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS.


 


SECTION 5. Counterparts


 


Section 12.04 (Counterparts)
of the Financing Agreement is hereby incorporated by reference, mutatis mutandis.


 


[Remainder of page intentionally left blank]


 




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IN WITNESS WHEREOF,
the Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


 


	 	NEAR INTELLIGENCE HOLDINGS INC.,
	 	as Grantor
	 	 
	 	By:	 
	 	 	Name: 	              
	 	 	Title:	 
	 	 
	 	[NAME OF GRANTOR],
	 	as Grantor
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


[Signature Page to Trademark Security Agreement]


 






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Accepted and Agreed:


 


	BLUE TORCH FINANCE LLC,
	as Collateral Agent
	 
	By: 	 	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Trademark Security Agreement]


 




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SCHEDULE A

to

TRADEMARK SECURITY AGREEMENT


 


TRADEMARK REGISTRATIONS AND APPLICATIONS


 


	Company	 	Country	 	Trademark	 	Application or Registration No.	 	 	Application or Registration Date
	Near Intelligence Holdings Inc.	 	US	 	UBERADS	 	 	4,519,285	 	 	04/22/2014
	Near Intelligence Holdings Inc.	 	US	 	UBERMEDIA	 	 	4,577,078	 	 	07/29/2014
	Near Intelligence Holdings Inc.	 	US	 	UBERMEDIA	 	 	4,392,702	 	 	08/27/2013
	Near Intelligence Holdings Inc.	 	US	 	UBERSOCIAL	 	 	4,388,513	 	 	08/20/2013
	Near Intelligence Holdings Inc.	 	US	 	UBERADS	 	 	5,064,500	 	 	10/18/2016
	Near Intelligence Holdings Inc.	 	US	 	ECHOFON	 	 	3,829,463	 	 	08/03/2010
	Near Intelligence Holdings Inc.	 	US	 	ALLSPARK	 	 	5,677,547	 	 	02/19/2019
	Near Intelligence Holdings Inc.	 	US	 	NEAR	 	 	5,135,370	 	 	02/07/2017
	Near Intelligence Holdings Inc.	 	US	 	ADNEAR	 	 	5,430,931	 	 	03/27/2018
	Near Intelligence Holdings Inc.	 	US	 	CARBON	 	 	5,847,965	 	 	09/03/2019



 


 


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