Healthcare Triangle, Inc. Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT HEALTHCARE TRIANGLE, INC.
Healthcare Triangle, Inc. • July 13th, 2022 • Services-computer integrated systems design

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Healthcare Triangle, Inc., a Delaware corporation (the “Company”), up to 2,167,561 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 13th, 2022 • Healthcare Triangle, Inc. • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2022, between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 13th, 2022 • Healthcare Triangle, Inc. • Services-computer integrated systems design

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2022, by and between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

UNDERWRITING AGREEMENT between HEALTHCARE TRIANGLE, INC. and EF HUTTON division of Benchmark Investments, LLC, as Representative of the Several Underwriters HEALTHCARE TRIANGLE, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 19th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • New York

The undersigned, Healthcare Triangle, Inc., a corporation formed under the law of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2023 • Healthcare Triangle, Inc. • Services-computer integrated systems design • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of April 05, 2023, by and between Healthcare Triangle Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).

HEALTHCARE TRIANGLE, INC. COMMON STOCK ATM SALES AGREEMENT
Sales Agreement • January 5th, 2024 • Healthcare Triangle, Inc. • Services-computer integrated systems design • New York

Healthcare Triangle, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Dawson James Securities, Inc., as follows:

COMMON STOCK PURCHASE WARRANT HEALTHCARE TRIANGLE, Inc.
Healthcare Triangle, Inc. • April 19th, 2021 • Services-computer integrated systems design

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 202_[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Healthcare Triangle, Inc., a Delaware corporation (the “Company”), up to 50% of the number of shares of Common Stock issuable upon the full conversion of the Note (as subject to adjustment hereunder, the “Warrant Shares”), provided, however, if (i) there is an Event of Default under Section 7(a)(i) of the Note or (ii) the Maturity Date (as defined in the Note) of the Note is extended pursuant to Section 2(d) of the Note, then, the amount of Warrant Shares to be received by the Holder shall be automatically increased from 50% of th

PREFERRED INVESTMENT OPTION HEALTHCARE TRIANGLE, INC.
Healthcare Triangle, Inc. • July 13th, 2022 • Services-computer integrated systems design

THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) certifies that, for value received, __________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 13, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Healthcare Triangle, Inc., a Delaware corporation (the “Company”), up to 6,097,561 shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).

Representative’s Warrant Agreement
S Warrant Agreement • October 19th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

HEALTHCARE TRIANGLE, INC.
Healthcare Triangle, Inc. • February 23rd, 2022 • Services-computer integrated systems design

On December 10, 2021, Healthcare Triangle, Inc. (the “Company”) entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Devcool, Inc., a California corporation ("Devcool"), Go To Assistance Inc., a California corporation ("Seller"), and Mr. Sandeep Deokule, current Chief Executive Officer of Devcool (“SD”). Pursuant to the Share Purchase Agreement, the Company will acquire 5,000,000 shares of Devcool’s Class B Common Stock, par value $0.0001, which represents all of the issued and outstanding capital stock of Devcool (the “Acquisition”). The closing of the Acquisition occurred on December 10, 2021 (the “Closing Date”).

Contract
Healthcare Triangle, Inc. • January 12th, 2024 • Services-computer integrated systems design

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.

SECURITY AGREEMENT
Security Agreement • January 2nd, 2024 • Healthcare Triangle, Inc. • Services-computer integrated systems design • Delaware

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 28, 2023, between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), with corporate headquarters at 7901 Stoneridge Drive, Suite 220, Pleasanton, CA 95488 (the Company, each Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries of the Company formed or acquired after the date hereof, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and ______________________, a business entity organized under the laws of __________________, in its capacity as the Investor (as defined in the Purchase Agreement (as hereinafter defined)) and as Collateral Agent for the benefit of itself as the Investor (together with their respective successors and permitted assigns, each a “Secu

Form of Leak-Out Agreement
Healthcare Triangle, Inc. • September 27th, 2021 • Services-computer integrated systems design • New York

This Leak-Out Agreement (the “Leak-Out Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) to be entered into by Healthcare Triangle, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and you on your own behalf and on behalf of your Affiliates (as such term is used and construed under Rule 405 of the Securities Act of 1933, as amended) with respect to the proposed public offering (the “Offering”) of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 2nd, 2024 • Healthcare Triangle, Inc. • Services-computer integrated systems design

This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2023, between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”). Except where clear from the context, Investor also refers to any transferee(s) of the Investor.

COMMON STOCK PURCHASE WARRANT HEALTHCARE TRIANGLE, INC.
Healthcare Triangle, Inc. • January 2nd, 2024 • Services-computer integrated systems design

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________________, a _____________________ company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 28, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 28, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Healthcare Triangle, Inc., a Delaware corporation (the “Company”), up to Three Hundred and Fifty Seven Thousand Five Hundred (357,500) shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

HEALTHCARE TRIANGLE, INC. 10% CONVERTIBLE Promissory Note DUE [___][1], 2021
Healthcare Triangle, Inc. • April 19th, 2021 • Services-computer integrated systems design • Delaware

THIS 10% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Promissory Notes of Healthcare Triangle, Inc., a Delaware corporation (the “Company”), having its principal place of business at 4309 Hacienda Dr., Suite 150 Pleasanton, CA 945888, designated as its 10% Convertible Promissory Note due [__][2], 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

PLEDGE AGREEMENT
Pledge Agreement • January 2nd, 2024 • Healthcare Triangle, Inc. • Services-computer integrated systems design

THIS PLEDGE AGREEMENT made as of December 28, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by Healthcare Triangle, Inc., a Delaware corporation (the “Pledgor”) and ___________________________, a _______________ entity, in its capacity as agent (“Collateral Agent”) for itself as an Investor (together with its successors and assigns).

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

AGREEMENT, dated as of July 12, 2021 (the Effective Date") by and between Healthcare Triangle, Inc., a Delaware corporation (the "Company"), and Suresh Venkatachari (the "Executive").

HEALTHCARE TRIANGLE INC. SHARED SERVICES AGREEMENT
Shared Services Agreement • March 28th, 2023 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

This SHARED SERVICES AGREEMENT (the “Agreement”), is entered into on January 1, 2021 (the “Effective Date”), by and between Securekloud Technologies Inc., a Nevada corporation and Healthcare Triangle Inc., a Nevada corporation, (the “Company”). Securekloud Technologies Inc and the Company are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • August 30th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

WHEREAS: the Seller is a leading global information technology business transformation, secure cloud solutions and managed services provider headquartered in the San Francisco Bay Area providing solutions – SMAC (Social, Mobile, Analytics and Cloud) for seamless connectivity between consumers, small and mid-size enterprises, large enterprises, healthcare providers and pharmaceutical companies (the “Business”);

INTERCREDITOR AGREEMENT
Intercreditor Agreement • January 2nd, 2024 • Healthcare Triangle, Inc. • Services-computer integrated systems design

THIS AGREEMENT made and entered into this 28th day of December 2023 by and among SEACOAST BUSINESS FUNDING, a division of Seacoast National Bank with a place of business at 1880 N Congress Ave., Suite 404, Boynton Beach, FL 33426 (hereinafter referred to as “SBF”), and ___________ (hereinafter referred to as “Investor”).

CONSULTING AGREEMENT
Consulting Agreement • September 5th, 2023 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

THIS CONSULTING AGREEMENT (this “Agreement”) is made this September 1, 2023, to be effective upon the earlier of (1) September 1, 2023; or (2) the date their replacement is appointed as a member of the Board (which date will be the “Effective Date”), by and between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and Paige Heaphy, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 2nd, 2024 • Healthcare Triangle, Inc. • Services-computer integrated systems design

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of December 28, 2023, by and among Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and the Investor identified on the signature page hereto (together with its successors and assigns, the “Investor”).

Appointment Letter Agreement- Healthcare Triangle, Inc. Board of Directors
Healthcare Triangle, Inc. • January 27th, 2023 • Services-computer integrated systems design • Delaware

We are pleased to tell you that the Board of Directors (the "Board") of Healthcare Triangle, Inc. (the "Company") has elected you to serve as a Member of the Board and Chairman of the Audit committee commencing from January 23, 2023.

Rental Sub-Lease Agreement 8K Miles Software Services, Inc.
Lease Agreement • April 19th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design

This Rental Sub-Lease Agreement (this “Sub-Lease Agreement”) is made and entered into effect as of January 4th, 2020 by and between 8K Miles Software Services, Inc. (“Tenant”) and Health Care Triangle, Inc. (“Sub-Tenant”), based on the master lease agreement between the tenant and the landlord dated March 22nd, 2017.

HEALTHCARE TRIANGLE INC. MASTER SERVICES AGREEMENT
Master Services Agreement • August 30th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

THIS Master Services Agreement (the “Agreement”) is entered into as of 01 January, 2020 (the “Effective Date”) by and between by and between Healthcare Triangle Inc., a Nevada corporation having its principal place of business 4309 Hacienda Dr, Suite 150, Pleasanton, CA 94588, (the “Company”) and 8K Miles Software Services Inc., a Nevada corporation having its principal place of business at 4309 Hacienda Dr, Suite 150, Pleasanton, CA 94588, (the “Supplier”). The Company and the Supplier are hereinafter sometimes referred to as the “Parties” and individually as a “Party.” This Agreement is not a purchase commitment or request for delivery by Company of any Supplier services. Any services to be performed under this Agreement by Supplier will be authorized only by signed Purchase Orders.

HEALTHCARE TRIANGLE INC. MASTER SERVICES AGREEMENT
Master Services Agreement • March 28th, 2023 • Healthcare Triangle, Inc. • Services-computer integrated systems design

THIS Master Services Agreement (the “Agreement”) is entered into as of 01 January, 2021 (the “Effective Date”) by and between by and between Healthcare Triangle Inc., a Nevada corporation having its principal place of business 4309 Hacienda Dr, Suite 150, Pleasanton, CA 94588, (the “Company”) and Securekloud Technologies Inc., a Nevada corporation having its principal place of business at 4309 Hacienda Dr, Suite 150, Pleasanton, CA 94588, (the “Supplier”). The Company and the Supplier are hereinafter sometimes referred to as the “Parties” and individually as a “Party.” This Agreement is not a purchase commitment or request for delivery by Company of any Supplier services. Any services to be performed under this Agreement by Supplier will be authorized only by signed Purchase Orders.

Appointment Letter Agreement – Healthcare Triangle, Inc. Board of Directors
Letter Agreement • April 1st, 2022 • Healthcare Triangle, Inc. • Services-computer integrated systems design • Delaware

We are pleased to tell you that the Board of Directors (the “Board”) of Healthcare Triangle, Inc. (the “Company”) has elected you to serve as a member of the Board commencing from March 31, 2022.

Rental Sub-Lease Agreement Securekloud Technologies, Inc.
Rental Sub-Lease Agreement • March 28th, 2023 • Healthcare Triangle, Inc. • Services-computer integrated systems design

This Rental Sub-Lease Agreement (this “Sub-Lease Agreement”) is made and entered into effect as of January 1st, 2021 by and between Securekloud Technologies, Inc. (“Tenant”) and Health Care Triangle, Inc. (“Sub-Tenant”).

HEALTHCARE TRIANGLE, INC. Non-Qualified Stock Option Agreement
Stock Option Agreement • August 30th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • Delaware
CONSULTING AGREEMENT
Consulting Agreement • September 30th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • New York

This Consulting Agreement (the "Agreement") is entered into as of this 18th day of December, 2020 (the "Effective Date"), by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the "Consultant") and located at 13600 CaiT 968, Apt 64, Rio Grande, PR 00745 and Healthcare Triangle, Inc., a Delaware corporation (the "Company") and having its principal place of business at 4309 Hacienda Dr., Suite 150 Pleasanton, CA 94588. The Company and Consultant are collectively referred to herein as the "Parties".

HEALTHCARE TRIANGLE, INC. EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • April 19th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • Delaware

This Equity Purchase Agreement (this “Agreement”) is made and entered into as of May 8, 2020 (the “Effective Date”) between Healthcare Triangle, Inc., a Delaware corporation (the “Purchaser”) and 8K Miles Software Services Inc., a Nevada corporation (“Seller”).

Dave Rosa Eden Prairie, MN 55347 July 13, 2023 RE: Healthcare Triangle, Inc.’s Board of Directors - Board Agreement
Healthcare Triangle, Inc. • July 14th, 2023 • Services-computer integrated systems design • Delaware

The Compensation Committee and the Board of Directors (the “Board”) of Healthcare Triangle, Inc. (the “Company”) has unanimously consented to revise the Board fees effective July 01, 2023.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 14th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

This SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of December 10, 2021 (the “Execution Date”), is entered into by and among: (a) Devcool, Inc., a California corporation (the “Company”); (b) Go To Assistance Inc., a California corporation and the sole shareholder of the Company (the “Seller”); (c) Mr. Sandeep Deokule, an individual and current Chief Executive Officer of the Company (“SD”); and (d) Healthcare Triangle, Inc., a Delaware corporation (“Buyer”).

SECURITY AGREEMENT
Security Agreement • December 14th, 2021 • Healthcare Triangle, Inc. • Services-computer integrated systems design • California

This SECURITY AGREEMENT (this “Agreement”), dated as of December 10, 2021, is entered into by and between Healthcare Triangle, Inc. a Delaware corporation, having its principal place of business at 4309 Hacienda Drive, Suite 150, Pleasanton, CA 94583 (“Buyer”), and Go To Assistance Inc., a California corporation, having its principal place of business at 1217 Pineto Place, Pleasanton, CA 94566 (“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the SPA (defined below).

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