Amendment Deed to Global Deed of Discharge and Release, dated April 21, 2023, by and between Wilmington Trust (London) Limited, Deutsche Bank AG, London Branch, Harbert European Specialty Lending Company II S..r.l., Near Intelligence LLC, Near Intelligence PTE. LTD., and Near North America, Inc

Exhibit 10.15.1

Dated 21 April 2023

Amendment Deed
(relating to a Global Deed of Discharge and Release dated 3 November 2022)

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

This Deed is made on 21 April 2023

Between:

Recitals:

It is agreed as follows:

In this Deed:

“Near NA” means Near North America, Inc., a corporation incorporated under the laws of Delaware, United States of America with registration number ###-###-####.

“New Deferred Payment Deadline” means 5:00 p.m. (London time) on 24 April 2023.

“New Final Settlement Deferred Payment Amount (DB Facility)” means US$1,650,000, which amount includes US$50,000 as reimbursement for fees and expenses of legal counsel of the DB Facility Lender.

“New Final Settlement Deferred Payment Amount (Harbert Facility)” means €910,454.03.

“Party” means a party to this Deed.

Unless a contrary indication appears, terms defined in the Release Deed (including by way of incorporation) have the same meaning in this Deed.

With effect on and from the date of this Deed but subject to the conditions in Clause 2.3 (Non-payment on New Deferred Payment Deadline), each Party agrees to make the following amendments to the Release Deed:

““Deferred Payment Deadline” means 5:00 p.m. (London time) on 24 April 2023.

“Final Settlement Deferred Payment Amount (DB Facility)” means US$1,650,000, which amount includes US$50,000 as reimbursement for fees and expenses of legal counsel of the DB Facility Lender.

“Final Settlement Deferred Payment Amount (Harbert Facility)” means €910,454.03.”

For the avoidance of doubt, each Party acknowledges that the Borrower has, as at the date of this Deed, paid the Final Settlement Initial Payment Amount (DB Facility) and the Final Settlement Initial Payment Amount (Harbert Facility) in accordance with the Release Deed notwithstanding any adjustment to the Final Settlement Deferred Payment Amount (DB Facility) or the Final Settlement Deferred Payment Amount (Harbert Facility) pursuant to this Deed.

Each Party agrees and acknowledges that, save as amended by this Deed, the Release Deed shall continue in full force and effect.

If:

in each case, by the New Deferred Payment Deadline, this Clause 2 shall be deemed to have been not effective since the date of this Deed and each of the DB Facility Lender and the Harbert Facility Lender shall be entitled to exercise any of their respective rights and remedies as if the amendments to the Release Deed under this Clause 2 did not occur and the Final Settlement Deferred Payment Amount (DB Facility) and the Final Settlement Deferred Payment Amount (Harbert Facility) shall be paid by the Borrower in accordance with the Release Deed.

The Borrower makes the representations and warranties set out in clause 5 (Representations by the Borrower) of the Release Deed to each of the DB Facility Lender and the Harbert Facility Lender on the date of this Deed as if any reference therein to “this Deed” included a reference to this Deed.

Clauses 1.3 (Construction), 12 (Costs and Expenses), 15 (Assignments and Transfers), 16 (Partial Invalidity), 17 (Counterparts) and 19 (Enforcement) of the Release Deed shall be incorporated in this Deed as if set out in full herein mutatis mutandis and as if any reference therein to “this Deed” included a reference to this Deed.

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

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

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.

Schedule 1
Released Parties

Signatories

The Borrower
SIGNED, SEALED AND DELIVERED AS A DEED

Signature page of the Amendment Deed (Global Deed of Discharge and Release)

Other Released Parties

EXECUTED AND DELIVERED AS A DEED

EXECUTED AND DELIVERED AS A DEED

Signature page of the Amendment Deed (Global Deed of Discharge and Release)

SIGNED, SEALED AND DELIVERED AS A DEED

Signature page of the Amendment Deed (Global Deed of Discharge and Release)

Signature page of the Amendment Deed (Global Deed of Discharge and Release)

Signature page of the Amendment Deed (Global Deed of Discharge and Release)

Signature page of the Amendment Deed (Global Deed of Discharge and Release)

The Harbert Facility Lender

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

Signature page of the Amendment Deed (Global Deed of Discharge and Release)