UM Legacy LLC - 23 Mar 2023 Form 4 Insider Report for Near Intelligence, Inc.

Footnote F1

Received pursuant to the Agreement and Plan of Merger, dated as of May 18, 2022 (as amended from time to time), by and among KludeIn I Acquisition Corp. ("KludeIn"), Paas Merger Sub 1 Inc., a wholly-owned subsidiary of KludeIn ("Merger Sub 1"), Paas Merger Sub 2 LLC, a wholly-owned subsidiary of KludeIn ("Merger Sub 2"), and Near Intelligence Holdings Inc. ("Near") pursuant to which, as a result of a merger between Near and Merger Sub 1 with Near surviving this first merger, then merging with Merger Sub 2, Near became a direct, wholly-owned subsidiary of KludeIn, which subsequently changed its name to Near Intelligence, Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination."

Footnote F2

Pursuant to the Merger Agreement and in connection with the closing of the Business Combination, (i) each share of Near Holdings capital stock outstanding as of immediately prior to the effective time of the First Merger was converted into a right to receive a number of KludeIn Class A Shares determined on the basis of a conversion ratio of 107.660 and (ii) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the effective time of the Second Merger remained outstanding as a membership interest of the Merger Sub 2 and all shares of common stock of Near Holdings were no longer outstanding and were automatically cancelled and ceased to exist.

Footnote F3

The power to vote or dispose of securities issued by the Issuer and held by UM Legacy LLC ("UML") is shared by individual managers of the UML Board of Managers, none of whom has veto power. Under the terms of the Limited Liability Company Agreement of UML, its Board of Managers is comprised of five Managers. As of March 29, 2023, three of the five seats are filled by Tom McGovern, Tige Savage, and John H. Wyant. Of the two remaining seats, Accel X L.P., may appoint a Manager but has not elected to do so while the remaining seat shall be elected by, and may only be removed without cause by, the unanimous affirmative vote or written consent of the other managers then serving on the UML's Board of Managers. Messrs. McGovern, Savage and Wyant disclaim any beneficial ownership of the securities issued by the Issuer.

Footnote F4

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.60 to $5.50, inclusive. The reporting person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (12) to this Form 4.

Footnote F5

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $5.51 to $6.235, inclusive.

Footnote F6

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $6.50 to $7.22, inclusive.

Footnote F7

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $7.50 to $8.37, inclusive.

Footnote F8

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $8.51 to $9.42, inclusive.

Footnote F9

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.50 to $10.25, inclusive.

Footnote F10

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $3.22 to $4.20, inclusive.

Footnote F11

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.22 to $4.80, inclusive.

Footnote F12

Represents weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.50 to $3.35, inclusive.