Exhibit 10.32


 


Execution Version


 


PATENT SECURITY AGREEMENT


 


This PATENT SECURITY AGREEMENT,
dated as of November 4, 2022 (this “Agreement”), is made by each of 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 Patent 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. 


 


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 “Patent 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 United States,
foreign, and multinational patents, certificates of invention, and similar industrial property rights, and applications for any of the
foregoing, including, without limitation, (i) each patent and patent application listed on Schedule A, (ii) all reissues, substitutes,
divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, and(iii) all inventions and designs
claimed therein; and


 






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(b) (i)
all rights to sue or otherwise recover for any past, present and future infringement or other violation of any of the foregoing, (ii)
all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and 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 “Patent Collateral” shall not include (and no component term of the definition of
Patent 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 Patent 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.


 


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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:



 


[Signature Page to Patent Security Agreement]


 






     


     


    

 





Accepted and Agreed:


 


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



 


[Signature Page to Patent Security Agreement]


 




     


     


    

 


SCHEDULE A

to

PATENT SECURITY AGREEMENT


 


PATENTS AND PATENT APPLICATIONS


 


 


	Company	 	Patent	 	Application or Registration No.	 	Application or Registration Date
	Near Intelligence Holdings Inc.	 	Real-Time Optimization of Bid Selection	 	 	10,825,041	 	11/03/2020
	Near Intelligence Holdings Inc.	 	Enhanced Hyperlink Feature for Web Pages	 	 	8,135,617	 	03/13/2012
	Near Intelligence Holdings Inc.	 	Data Picker Application	 	 	8,190,622	 	05/29/2012
	Near Intelligence Holdings Inc.	 	Foot Traffic Estimation System and Method	 	 	16/655,048	 	10/16/2019
	Near Intelligence Holdings Inc.	 	Method for automatic estimation of spatio-temporal entity counts using machine learning from partially observable location data	 	 	11,386,344	 	 07/12/2022
	Near Intelligence Holdings Inc.	 	Method for real-time cohort creation based on entity attributes derived from partially observable location data	 	 	11,403,324	 	 08/02/2022
	Near Intelligence Holdings Inc.	 	Method for linking identifiers to generate a unique entity identifier for deduplicating highspeed data streams in real time	 	 	11,405,482	 	 08/02/2022
	Near Intelligence Holdings Inc.	 	Method for adaptive location assignment to IP-indexed data streams from partially observable data	 	 	17/019,244	 	09/12/2020
	Near Intelligence Holdings Inc.	 	Method for automatically determining target entities from Unstructured conversation using natural language understanding	 	 	17/039,752	 	09/30/2020
	Near Intelligence Holdings Inc.	 	Method for automatically assigning visits to partially observable location data streams	 	 	11,050,834	 	 6/29/2021
	Near Intelligence Holdings Inc.	 	Method for automatically inferring place properties based on spatial activity data using Bayesian models	 	 	17080706	 	10/26/2020
	Near Intelligence Holdings Inc.	 	Method for identifying a device using attributes and location signatures from the device	 	 	10,979,848	 	 04/13/2021