Exhibit 10.44


 


CONSENT AND AMENDMENT NO. 1 TO FINANCING
AGREEMENT


 


This CONSENT AND
AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Consent and Amendment”), dated as of December 27, 2022
(the “Effective Date”), is entered into by and among Near Intelligence Holdings Inc., a Delaware
corporation, as Borrower, the Guarantors party hereto, the Required Lenders and Blue Torch Finance LLC, a Delaware limited liability
company (“Blue Torch”), as administrative agent for the Lenders (in such capacity, together with its
successors and permitted assigns in such capacity, the “Administrative Agent”). Capitalized terms used but
not defined herein shall have the meanings given to such terms in the Financing Agreement (as defined below).


 


WHEREAS, reference
is made to that certain Financing Agreement, dated as of November 4, 2022 (as amended, restated, amended and restated, supplemented or
otherwise modified prior to the Effective Date, the “Existing Financing Agreement”), by, among others, the Borrower,
the Guarantors party thereto, the Lenders from time to time party thereto and Blue Torch, as Administrative Agent and as collateral agent
for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral
Agent” and, together with the Administrative Agent, each an “Agent” and collectively, the “Agents”)
(the Existing Financing Agreement, as amended by this Consent and Amendment, the “Financing Agreement”).


 


WHEREAS, it is has
been brought to the attention of the Lenders and the Agents that the pre-money enterprise value of the Borrower is currently $575,000,000
(the “New Pre-Money Enterprise Value”), and not $675,000,000 (as originally estimated on the Effective Date
(as defined in the Existing Financing Agreement));


 


WHEREAS, in connection
with the above, the Borrower has requested (x) a consent to an amendment to the De-SPAC Merger Agreement and (y) an amendment to Schedule
5.03 of the Existing Financing Agreement, in order to reflect such New Pre-Money Enterprise Value.


 


NOW, THEREFORE, in
consideration of the mutual conditions and agreements set forth in the Existing Financing Agreement and this Consent and Amendment, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


Section 1. Consent
and Amendment. 


 


(a)
Pursuant to Section 7.02 of the Existing Financing Agreement, and subject to the terms and conditions set forth herein and in reliance
on the representations, warranties and agreements of the Loan Parties set forth herein, the Required Lenders hereby consent to an amendment
to the De-SPAC Merger Agreement, substantially in the form of Exhibit A hereto.


 


(b)
Sub-clause 5 of Schedule 5.03 of the Existing Financing Agreement is hereby amended to replace the reference in clause (i)(x) thereof
to “pre-money enterprise value of the Parent shall be at least $675,000,000” with “pre-money enterprise value of the
De-SPAC Parent shall be at least $575,000,000”.


 


(c)
The foregoing consent set forth in Section 1(a) should be construed as a one-time consent, and shall apply only to
the matters expressly set forth in Section 1(a).


 






     


     


    

 


Section 2. Conditions
Precedent to Consent and Amendment


 


This Consent and Amendment
shall become effective as of the Effective Date, and each of the following conditions in this Section 2 have been satisfied
(or waived) as of the Effective Date:


 


(a)
Execution. The Administrative Agent shall have received the following, each in form and substance reasonably satisfactory
to the Administrative Agent and the Lenders party hereto:


 


		i.	This Consent and Amendment, duly executed by each of the parties hereto;



 


		ii.	A copy of the De-SPAC Parent’s Form S-4 filing with the SEC, to be filed substantially concurrently
with or promptly following the occurrence of the Effective Date; and



 


		iii.	An amendment to the Agreement and Plan of Merger, duly executed by the parties thereto.



 


(b)
Representations. The representations and warranties in Section 3 hereof shall be true and correct to the extent
required thereunder.


 


Section 3. Representations
and Warranties


 


Each of the Loan Parties hereby
represents and warrants that, as of the Effective Date immediately after giving effect to this Consent and Amendment:


 


(a)
the representations and warranties of each Loan Party in the other Loan Documents are true and correct in all material respects
as of the Effective Date as though made on and as of such date, except to the extent any such representation or warranty expressly relates
solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as
of such earlier date) (except that such materiality qualifiers shall not be applicable to any representations or warranties that already
are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties
shall be true and correct in all respects subject to such qualification); and


 


(b)
no Default or Event of Default has occurred and is continuing.


 


Section 4. Ratification.
The terms and provisions set forth in this Consent and Amendment shall modify and supersede all inconsistent terms and provisions
of the Existing Financing Agreement and each other Loan Document. Except as expressly modified and superseded by this Consent and Amendment,
the terms and provisions of the Existing Financing Agreement and the other Loan Documents are ratified and confirmed and shall continue
in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Financing Agreement or any other
Loan Document in similar or different circumstances.


 


Section 5. Loan
Document. This Consent and Amendment is a “Loan Document” under the Financing Agreement.


 


Section 6. Governing
Law. THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 7. Counterparts.
Section 12.08 of the Existing Financing Agreement (Counterparts) is hereby incorporated by this reference, mutatis mutandis.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Consent and Amendment to be duly executed as of the date first above written.


 


	 	BORROWER:
	 	NEAR INTELLIGENCE HOLDINGS INC.
	 	 	 
	 	By:	/s/ Rahul Agarwal
	 	Name: 	Rahul Agarwal
	 	Title: 	Chief Financial Officer and Treasurer
	 	 	 
	 	GUARANTORS:
	 	NEAR NORTH AMERICA, INC.
	 	 	 
	 	By:	/s/ John Faieta
	 	Name: 	John Faieta
	 	Title: 	Chief Financial Officer and Treasurer
	 	 	 
	 	EXECUTED
	 	For and on behalf of
	 	 
	 	NEAR INTELLIGENCE PTE. LTD.
	 	 	 
	 	By:	/s/ Rahul Agarwal
	 	Name: 	Rahul Agarwal
	 	Title: 	Director



 




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	 	BLUE TORCH FINANCE LLC,
	 	as Administrative Agent
	 	 
	 	By:	/s/ Kevin Genda
	 	Name: 	Kevin Genda
	 	Title:	Authorized Signatory



 




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	 	LENDERS:
	 	 
	 	BTC Holdings SBAF Fund LLC
	 	By: Blue Torch Credit Opportunities SBAF Fund LP,
	 	its sole member
	 	By: Blue Torch Credit Opportunities SBAF GP LLC,
	 	its general partner
	 	By: KPG BTC Management LLC, its sole member



 





	 	By:	/s/ Kevin Genda
	 	Name:  	Kevin Genda
	 	Title: 	Managing Member


 


	 	Blue Torch Credit Opportunities Fund III LP
	 	By: Blue Torch Credit Opportunities GP III LLC, its
	 	general partner
	 	By: KPG BTC Management LLC, its sole member



 


	 	By:	/s/ Kevin Genda
	 	Name:  	Kevin Genda
	 	Title: 	Managing Member


 


Signature Page to Consent and Amendment No. 1 to
Financing Agreement


 






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	 	LENDERS:
	 	 
	 	BTC Holdings Fund II LLC
	 	By: Blue Torch Credit Opportunities Fund II LP, its
	 	sole member
	 	By: Blue Torch Credit Opportunities GP II LLC, its
	 	general partner
	 	By: KPG BTC Management LLC, its sole member



 


	 	By:	/s/ Kevin Genda
	 	Name:  	Kevin Genda
	 	Title: 	Managing Member


 


	 	BTC HOLDINGS KRS FUND LLC
	 	By: Blue Torch Credit Opportunities KRS Fund LP,
	 	its sole member
	 	By: Blue Torch Credit Opportunities KRS GP LLC,
	 	its general partner
	 	By: KPG BTC Management LLC, its sole member



 


	 	By:	/s/ Kevin Genda
	 	Name:  	Kevin Genda
	 	Title: 	Managing Member


 


Signature Page to Consent and Amendment No. 1 to
Financing Agreement


 







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