Form 8-K
8-K — Healthcare Triangle, Inc.
Accession: 0001213900-26-068871
Filed: 2026-06-15
Period: 2026-06-12
CIK: 0001839285
SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0294780-8k_healthcare.htm (Primary)
EX-4.1 — FORM OF ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 12, 2026 (ea029478001ex4-1.htm)
EX-4.2 — COMMON STOCK PURCHASE WARRANT ISSUED TO HUDSON GLOBAL VENTURES, LLC, DATED JUNE 12, 2026 (ea029478001ex4-2.htm)
EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND AMONG HEALTHCARE TRIANGLE, INC. AND THE PURCHASERS PARTY THERETO (ea029478001ex10-1.htm)
EX-10.2 — EQUITY PURCHASE AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND HUDSON GLOBAL VENTURES, LLC (ea029478001ex10-2.htm)
EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND HUDSON GLOBAL VENTURES, LLC (ea029478001ex10-3.htm)
EX-99.1 — PRESS RELEASE, DATED JUNE 12, 2026 (ea029478001ex99-1.htm)
GRAPHIC (ea029478001_ex99-1img1.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 12, 2026
HEALTHCARE TRIANGLE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-40903
84-3559776
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7901 Stoneridge Dr., Suite 220 Pleasanton,
CA 94588
(Address of principal executive offices)
(925)-270-4812
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.00001 per share
HCTI
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Private Placement of Original Issue Discount
Senior Convertible Promissory Notes
On June 12, 2026, Healthcare Triangle, Inc. (the
“Company”) completed a private placement offering (the “Note Offering”) of its 15% original issue discount senior
convertible promissory notes (the “Notes”) in the aggregate principal amount of $4.235 million for aggregate gross proceeds
of approximately $3.6 million, before deducting placement agent fees and other related offering expenses. The Notes were issued pursuant
to a Securities Purchase Agreement, dated as of June 12, 2026 (the “Securities Purchase Agreement”), by and among the Company
and the purchasers party thereto. WallachBeth Capital LLC acted as placement agent in connection with the Note Offering.
The Notes mature on December 12, 2026. At any
time after the six-month anniversary of the original issue date, the Notes are convertible, in whole or in part, at the option of the
holders into shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a conversion price
equal to 85% of the volume weighted average price of the Common Stock for the three Trading Days immediately preceding the applicable
conversion date, subject to a floor price of $0.452 per share and adjustment as provided in the Notes. The Company may prepay all or any
portion of the Notes at a prepayment price equal to 102.5% of the outstanding principal amount being prepaid, plus accrued and unpaid
interest and any other amounts then owing under the Notes. In addition, upon the consummation of certain financing transactions during
the term of the Notes, the Company is required to repay an amount equal to 25% of the net proceeds of such financing transaction, subject
to the holder’s right to waive such repayment.
The conversion of the Notes is subject to customary
beneficial ownership limitations and to applicable Nasdaq shareholder approval limitations. If the Company fails to obtain required stockholder
approval on or before December 12, 2026, such failure will constitute an event of default under the Notes and will result in liquidated
damages as provided in the Securities Purchase Agreement and the Notes.
Equity Line Transaction
On June 12, 2026, the Company entered into an
Equity Purchase Agreement (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company
(the “Investor”). Pursuant to the Equity Purchase Agreement, upon the terms and subject to the conditions set forth therein,
the Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of Common
Stock having an aggregate purchase price of up to $50,000,000. The Commitment Period ends on the earliest of (i) the date on which the
Investor has purchased shares equal to the $50,000,000 maximum commitment amount, (ii) 36 months after the date of the Equity Purchase
Agreement, (iii) written notice of termination by the Company to the Investor, subject to certain limitations, and (iv) certain bankruptcy-related
events.
Under the Equity Purchase Agreement, each put
must be in a minimum amount of not less than $25,000, calculated using the initial purchase price, and may not exceed the lesser of $2,500,000,
calculated using the initial purchase price, and 200% of the average daily trading value. The purchase price for shares sold under the
Equity Purchase Agreement will be the lesser of (i) 94% of the average of the three lowest traded prices of the Common Stock on the principal
market during the five Trading Days immediately preceding the applicable put date and (ii) 94% of the lowest traded price of the Common
Stock on the principal market during the valuation period, subject to the terms and conditions set forth in the Equity Purchase Agreement.
The Company’s ability to sell shares under the Equity Purchase Agreement is subject to various conditions, including the effectiveness
of a registration statement covering the resale of the shares, Nasdaq shareholder approval limitations, a 4.99% beneficial ownership limitation,
DWAC eligibility and minimum pricing conditions.
In connection with the Equity Purchase Agreement,
the Company issued to the Investor a common stock purchase warrant (the “Warrant”) to purchase up to 50,000 shares of Common
Stock at an exercise price of $0.00001 per share, subject to adjustment as provided in the Warrant. The Warrant is exercisable at any
time on or after June 12, 2026 until 5:00 p.m. Eastern time on the date that is five years after June 12, 2026, subject to the terms and
limitations set forth therein, including a 4.99% beneficial ownership limitation and the Nasdaq shareholder approval limitations set forth
in the Equity Purchase Agreement.
Also on June 12, 2026, the Company entered into
a Registration Rights Agreement with the Investor (the “Registration Rights Agreement” and, together with the Equity Purchase
Agreement and the Warrant, the “Equity Line Transaction Documents”). Pursuant to the Registration Rights Agreement, the Company
agreed to file with the Securities and Exchange Commission an initial registration statement covering the maximum number of registrable
securities permitted to be included thereon within 45 calendar days after the date of the Registration Rights Agreement and to use reasonable
commercial efforts to have the registration statement declared effective within 90 calendar days after the date of the Registration Rights
Agreement. The Registration Rights Agreement provides that the registration statement must remain effective and available for resale by
the Investor until the Investor has sold all registrable securities covered thereby and the maximum commitment amount under the Equity
Purchase Agreement has been drawn down by the Company.
The foregoing descriptions of the Securities
Purchase Agreement, the Notes, the Equity Purchase Agreement, the Registration Rights Agreement and the Warrant do not purport to be
complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies of which are filed
as Exhibits 10.1, 4.1, 10.2, 10.3 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
1
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K relating to the Notes is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K relating to the Note Offering, the Notes, the shares of Common Stock issuable upon conversion of the Notes,
the Equity Purchase Agreement, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant is incorporated by reference
into this Item 3.02. The Notes, the shares issuable upon conversion of the Notes, the Warrant and the shares issuable upon exercise of
the Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws and were offered and sold, or will be issued, in reliance upon exemptions from the registration requirements of the Securities Act,
including Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities
laws.
Item 7.01 Regulation FD Disclosure.
On June 12, 2026, the Company issued a press release
announcing the closing of the Note Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company
under the Securities Act or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Title
4.1
Form of Original Issue Discount Senior Convertible Promissory Note due December 12, 2026.
4.2
Common Stock Purchase Warrant issued to Hudson Global Ventures, LLC, dated June 12, 2026.
10.1
Securities Purchase Agreement, dated as of June 12, 2026, by and among Healthcare Triangle, Inc. and the purchasers party thereto.
10.2
Equity Purchase Agreement, dated as of June 12, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC.
10.3
Registration Rights Agreement, dated as of June 12, 2026, by and between Healthcare Triangle, Inc. and Hudson Global Ventures, LLC.
99.1
Press Release, dated June 12, 2026.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
Forward-Looking Statements
Certain statements made in this Current Report
on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are
forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they
relate to the Company or its management team, are intended to identify forward-looking statements. Forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and
other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”
section of the Company’s Annual Report on Form 10-K filed on March 31, 2025, and other reports and registration statements of the
Company filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update
or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required
by law.
2
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Healthcare Triangle, Inc.
Dated: June 15, 2026
By:
/s/ David Ayanoglou
David Ayanoglou
Chief Financial Officer
3
EX-4.1 — FORM OF ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 12, 2026
EX-4.1
Filename: ea029478001ex4-1.htm · Sequence: 2
Exhibit 4.1
NEITHER THIS SECURITY
NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
THIS NOTE HAS BEEN
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), DAVID AYANOGLOU, A REPRESENTATIVE
OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST
THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. FOSTER MAY BE REACHED AT TELEPHONE NUMBER (925) 270-4812.
Original Issue
Date: June 12, 2026
Original
Principal Amount: $1
Purchase Price: $
ORIGINAL
ISSUE DISCOUNT
senior
CONVERTIBLE PROMISSORY NOTE
DUE
DEcEMBER 12, 2026
THIS
ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Healthcare Triangle,
Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business
at 7901 Stoneridge Drive, Suite 210, Pleasanton, CA 94588, designated as its Original Issue Discount Senior Convertible Promissory Note
due December 12, 2026 (the “Note”).
1
15% Original Issue Discount
-1-
FOR
VALUE RECEIVED, the Company promises to pay to [ ], or its registered assigns (the “Holder”), or shall have paid pursuant
to the terms hereunder, the principal sum of $[ ] and any other sums due hereunder on December 12, 2026 (the “Maturity Date”),
or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the
aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject
to the following additional provisions:
Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms
not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following
meanings:
“Alternate
Conversion Price” means, with respect to any Alternate Conversion that price which shall be the greater of (A) the Floor Price
and (B) the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion,
and (ii) 65% of the lowest VWAP of the Common Stock of any Trading Day during the three (3) consecutive Trading Day period ending and
including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the
“Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock
during such Alternate Conversion Measuring Period.
“Bankruptcy
Event” means any of the following events: (a) the Company or any Subsidiary commences a case or other proceeding under any
bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law
of any jurisdiction relating to the Company or any Subsidiary, (b) there is commenced against the Company or any Subsidiary any such
case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Subsidiary is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Subsidiary
suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed
within 60 calendar days after such appointment, (e) the Company makes a general assignment for the benefit of creditors, (f) the Company
or any Subsidiary calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or
(g) the Company or any Subsidiary, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any
of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.
“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which the New York Federal Reserve Bank is closed.
“Buy-In”
shall have the meaning set forth in Section 4(c)(v).
-2-
“Change
of Control Transaction” means the occurrence after the date hereof of any of the following: (a) an acquisition after the date
hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in
excess of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Note), (b)
the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after
giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty-one percent
(51%) of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all
or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less
than fifty-one percent (51%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement
at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority
of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as
members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of
the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company
is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.
“Conversion
Date” shall have the meaning set forth in Section 4(a).
“Conversion
Price” shall have the meaning set forth in Section 4(b).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof.
“Distribution”
shall have the meaning set forth in Section 5(c).
“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
damages and other amounts owing to the Holder in respect of this Note, (c) the Common Stock is trading on a Trading Market and all of
the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes,
in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (d) there
is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares
issuable pursuant to the Transaction Documents, (e) there is no existing Event of Default or no existing event which, with the passage
of time or the giving of notice, would constitute an Event of Default, (f) there has been no public announcement of a pending or proposed
Fundamental Transaction or Change of Control Transaction that has not been consummated, and (g) the Holder is not in possession of any
information provided by the Company that constitutes, or may constitute, material non-public information.
“Event
of Default” shall have the meaning set forth in Section 6(a).
-3-
“Financing
Transaction” means any transaction or series of related transactions pursuant to which the Company issues or sells any equity
securities, debt securities (including convertible or exchangeable securities) or any securities exercisable for or convertible into
equity or debt securities, in each case for cash consideration, including any equity line, at-the-market sales agreement, SAFE, warrant
exercise (cash), registered direct offering, PIPE, private placement or public offering.
“Late
Fees” shall have the meaning set forth in Section 2(d).
“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note, plus all accrued and
unpaid interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or
notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied
by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher
VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest hereon, and (b) all other
amounts, costs, expenses and liquidated damages due in respect of this Note.
“Net
Proceeds” means the gross cash proceeds actually received by the Company from a Financing Transaction, net of customary and
documented underwriting discounts and commissions, placement agent fees, and reasonable out-of-pocket transaction expenses paid to unaffiliated
third parties.
“New
York Courts” shall have the meaning set forth in Section 8(d).
“Note
Register” shall have the meaning set forth in Section 2(c).
“Notice
of Conversion” shall have the meaning set forth in Section 4(a).
“Original
Issue Date” means the date of the first issuance of the Note, as set forth on the first page hereof, regardless of any transfers
of any Note and regardless of the number of instruments which may be issued to evidence such Note.
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of June 12, 2026 among the Company and the original Holder, as
amended, modified or supplemented from time to time in accordance with its terms.
“Purchase
Rights” shall have the meaning set forth in Section 5(c).
“Required
Minimum” means, as of any date, the number of shares of Common Stock that equals the aggregate number of shares of Common Stock
as shall be issuable (taking into account the adjustments of Section 5) upon the conversion of the then outstanding principal
amount of this Note and all other Notes issued on the date hereof and payment of interest hereunder. The initial reserve shall be 7,964,602
shares of Common Stock.
-4-
“Required
Pre-payment Amount” means for any Financing Transaction, an amount equal to 25% of the Net Proceeds for such Financing Transaction.
“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).
Section
2. Principal and Interest.
a) On
the Maturity Date, the Company shall either (i) pay the outstanding principal amount of the Note; (ii) provide written notice to the
Holder that it will pay the outstanding principal amount of the Note within 5 Business Days of the Maturity Date or (iii) provide written
notice to the Holder that it has extended the Maturity Date for three months (such three month period being referred to herein as the
“Extension Period”). Notwithstanding anything contained herein to the contrary compliance with clause (ii) of this Section
2(a) shall not be an Event of Default as long as the Note is repaid within such 5 Business Day time period. Upon the commencement of
the Extension Period, the principal amount of the Note shall be increased by 10%. During the Extension Period, the Company shall provide
the Holder with 5 Business Days’ notice prior to any cash payment on the Note as set forth in Section.
b) Upon
the occurrence of an Event of Default and continuing until such Event of Default is cured or remedied, the Company shall pay interest
to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of ten percent (10%) per annum.
c) Interest
Calculations. Interest shall be calculated on the basis of an actual 360-day year, and shall accrue daily commencing on the Original
Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and
other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any principal amount converted,
provided that, the Company actually delivers the Conversion Shares within the time period required by Section 4(c)(ii) herein.
Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note (the “Note Register”).
Section
3. Registration of Transfers and Exchanges.
a) Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.
b) Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the
Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state
securities laws and regulations.
c) Reliance
on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may
treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall
be affected by notice to the contrary. The Company shall update the Note Register to reflect permitted transferees and assignees of the
Note.
-5-
Section
4. Conversion and Redemption.
a) At
any time after the six month anniversary of the Original Issue Date, this Note shall be convertible, in whole or in part, into shares
of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d)
hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto
as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note, and amount
of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice
of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder
shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued
and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal
amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one Business
Day of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which
such objection is based. In the event of any dispute or discrepancy, the Company and the Holder shall work to resolve such dispute or
discrepancy to the mutual satisfaction of both parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree
that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note may be less than the amount stated on the face hereof.
b) Conversion
Price. Except as expressly set forth herein, the conversion price in effect on any Conversion Date shall be equal to 85% of the VWAP
for the three (3) Trading Days immediately prior to the date of conversion, subject to adjustment hereunder (the “Conversion
Price”). Notwithstanding the foregoing, the Conversion Price shall not be less than $0.452 per share (subject to adjustment
for splits, consolidations or other adjustments to the like) (“Floor Price”).
c) Mechanics
of Conversion.
i. Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by (y) the Conversion
Price.
-6-
ii. Delivery
of Certificate Upon Conversion. Not later than one (1) Trading Day after each Conversion Date (the “Share Delivery Date”),
the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the six month anniversary
of the Original Issue Date (or sooner if registered for resale by the Company), shall be free of restrictive legends and trading restrictions
and (B) a bank check in the amount of accrued and unpaid interest (unless the Holder has elected to receive Conversion Shares for the
accrued and unpaid interest).
iii. Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as
directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, ab initio, in which event
the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the
Company the Common Stock certificates issued to such Holder pursuant to the rescinded Notice of Conversion.
iv. Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company
of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of
the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated
or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from
a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained,
and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note,
which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying
dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction,
the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason
to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted $10
per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing
herein shall limit the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof
for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to
pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other
Section hereof or under applicable law.
-7-
v. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if
the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section
4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to
or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions)
for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled
to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase
obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this
Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded)
or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its
delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the
Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A)
of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.
vi. Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock a number of shares of Common Stock at least equal to the Required Minimum (to be adjusted monthly)
for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note).
The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.
vii. Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any
fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price
or round up to the next whole share.
viii. Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted
and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such
tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.
-8-
d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert
any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion,
the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s
Affiliates) (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder
and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note or
any portion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or
any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 4(d),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note
is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and the portion
of principal amount (and accrued but unpaid interest) of this Note that is convertible shall be in the sole discretion of the Holder,
and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted
(in relation to other securities owned by the Holder together with any Affiliates) and the portion of principal amount of this Note (and,
if applicable, accrued and unpaid interest) that is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure
compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion
that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent
written notice delivered by the Company or the Company’s transfer agent to the Holder setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and
in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The
Holder may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions
of this Section 4(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to
correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Note.
-9-
e) Principal
Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the
terms of this Note (taken together with the issuance of such shares upon the exercise of any securities convertible or exercisable into
Common Stock that are issued in connection with this Note (“Related Securities”)) if the issuance of such shares of
Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes or
otherwise pursuant to the terms of this Note or Related Securities (as the case may be) without breaching the Company’s obligations
under the rules or regulations of The Nasdaq Stock Market (the number of shares which may be issued without violating such rules and
regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of The Nasdaq Stock Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written
opinion from counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder.
Until such approval or such written opinion is obtained, Holder shall not be issued in the aggregate, upon conversion or exercise (as
the case may be) of any Notes or any Related Securities or otherwise pursuant to the terms of the Notes or any Related Securities, shares
of Common Stock in an amount greater than the Exchange Cap. If, due to the Company’s failure to obtain the approval of its stockholders
as required by the applicable rules of The Nasdaq Stock Market, the Company is prohibited from issuing shares of Common Stock pursuant
to this Section 4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such
portion of this Note convertible into such Exchange Cap Shares at a price equal to the product of (x) such number of Exchange Cap Shares
multiplied by (y) the closing bid price as reported by the principal Trading Market on the day before the Conversion Date (collectively,
the “Exchange Cap Share Cancellation Amount”).
f) Prepayment.
The Company may, at any time, prepay all or any such portion of the Note by paying to the Holder an amount equal to one hundred two and
one-half percent (102.5%) of the outstanding principal amount of this Note being prepaid, plus all accrued and unpaid interest thereon
and any other amounts then owing under this Note. Prepayment proceeds will be applied first to accrued and unpaid interest, second to
amounts owning under the Note other than principal and then to the principal amount of the Note.
g) Mandatory
Repayment from Proceeds. At any time and from time to time during the term of this Note, upon the consummation by the Company of
any Financing Transaction, the Company shall pay the Holder the Required Pre-payment Amount as a reduction of the principal amount of
the Note and payment of any other amounts owing on the Note, including any amounts owning pursuant to Section 2(a), Section 2(b) and
Section 4(f). The Company shall make such payment to the Holder no later than two (2) Business Days following receipt of the Net Proceeds.
The Holder, in its sole discretion, shall have the right to waive receipt of any such repayment.
-10-
Section
5. Certain Adjustments.
a) Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on,
the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse
stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of
shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately
before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b) [Reserved]
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) and Section 5(b) above, if at any time
the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
-11-
d) Pro
Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be
held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).
e) Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company with
or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of
related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon
any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable
upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of 1 share of Common Stock (the “Alternate Consideration”). For
purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of 1 share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent
with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity
to comply with the provisions of this Section 5(e) and insuring that this Note (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
-12-
f) Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.
g) Notice
to the Holder.
i. Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company
shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.
ii. Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of
the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property
or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note,
and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified (or such shorter period as is reasonably possible, but not
less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or
warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, or the date on which the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company was authorized, and the date as of which it is expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon any such reclassification,
consolidation, merger, sale, transfer, share exchange, or voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the
validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K or if it is not subject to the reporting requirements of the
Commission, a press release. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of
such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
-13-
Section
6. Events of Default.
a) “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):
i. any
default in the payment of (A) the principal amount of the Note or (B) interest, liquidated damages and other amounts owing to the Holder
on the Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise), which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within
three (3) Trading days;
ii. the
Company shall fail to observe or perform any other covenant or agreement contained in the Note (other than a breach by the Company of
its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) which
failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent
by the Holder to the Company and (B) ten (10) Trading Days after the Company has become aware of such failure;
iii. a
breach, default, event of default or the failure observe or perform any covenant or agreement (subject to any grace or cure period provided
in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material
agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (v) below);
iv. the
Company experiences a Material Adverse Effect;
v. any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any
other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in
any material respect (or, to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in any
respect) as of the date when made or deemed made;
-14-
vi. the
Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000,
whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and payable;
vii. the
Company or any Subsidiary shall be subject to a Bankruptcy Event;
viii. (A)
the Common Stock shall not be eligible for listing or quotation for trading, or has been suspended from listing or quotation, on its
Principal Market and shall not resume listing or quotation for trading thereon or on any other Trading Market within three (3) Trading
Days, (B) the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or “chilled”,
or (C) the Company’s failure to comply with any rules or regulations of its Principal Market;
ix. the
Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of fifty percent
(50%) of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control
Transaction);
x. the
Company shall fail for any reason to deliver certificates to the Holder prior to the fifth Trading Day after a Conversion Date or the
Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to
not honor requests for conversions of the Note in accordance with the terms hereof;
xi. the
Company fails to be in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);
xii. the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Borrower or any Subsidiary
having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate, and any such
levy, seizure or attachment shall not be set aside, bonded or discharged within forty-five (45) days after the date thereof;
xiii. any
monetary judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of their respective
property or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of forty-five (45) calendar days;
-15-
xiv. the
Company shall enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole
or in part, Section 3(a)(l0) of the Securities Act;
xv. [Reserved];
xvi. any
attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance,
or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower,
to the Holder or its successors and assigns, which is not immediately cured by Borrower’s public disclosure of such information
on that same date.
xvii. the
Company fails to obtain Stockholder Approval on or before December 12, 2026.
b) Remedies
Upon Event of Default. If any Event of Default occurs, at the Holder’s election (i) the outstanding principal amount of this
Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration,
shall become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, (ii) the outstanding
principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into shares
of Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount, or (iii) if the
Holder has made the election set forth in clause (i) of this Section 6(b) and the Company has provided the Holder notice in writing that
it cannot make such payment in full or the Holder has not received such Mandatory Default Amount in full within seven Business Days of
the date of such election, the Note will automatically convert into shares of Common Stock in accordance with clause (ii) of this Section
6(b), except that the outstanding principal amount of this Note shall be increased by 50% and the Conversion Price will not be the Alternative
Conversion Price but equal to the Conversion Price payable if no Event of Default had occurred. In the event the Holder makes the election
described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of all accrued and unpaid
interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion Shares
are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default and for as long an Event of Default
is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at a rate equal to 10% per annum. Upon
the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company.
In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and
annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time,
if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon. No such rescission or annulment shall affect any subsequent Event
of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the Holder in an Event
of Default, the Conversion Price in effect on any Conversion Date shall be equal to the Alternate Conversion Price, subject to adjustment
herein, without any notice or any action taken by the Holder. The Borrower shall pay the Holder hereof costs of collection, including
reasonable attorneys’ fees.
-16-
Section
7 Negative Covenants. As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given
prior written consent, the Company shall not, and shall not permit any of its subsidiaries (whether or not a Subsidiary on the Original
Issue Date) to, directly or indirectly:
a) except
for Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any
kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom;
b) except
for Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;
c) amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and
adversely affects any rights of the Holder;
d) except
for Permitted Indebtedness, repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares
of its Common Stock or Common Stock Equivalents other than as to (i) the Conversion Shares as permitted or required under the Transaction
Documents and (ii) repurchases of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, provided
that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors during the term of this Note;
e) repay,
repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Liabilities, and other than regularly
scheduled principal and interest payments of Permitted Indebtedness as such terms are in effect as of the Original Issue Date, provided
that such payments shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exist or occur;
provided that neither the Company nor any of its Subsidiaries shall make any cash payment in respect of the Indebtedness, until the full
and final payment in cash of the Liabilities;
f) pay
cash dividends or distributions on any equity securities of the Company;
g) enter
into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of
the Company (even if less than a quorum otherwise required for board approval);
-17-
h) sell,
lease or otherwise dispose of any significant portion of its assets or acquire any assets or business on or after the Original Issue
Date;
i) make
or suffer to exist any Investments using any proceeds from the Holder or any of its Affiliates (including without limitation, loans and
advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership or
joint venture;
j) create
or reclassify any security senior to, or par-passu with, the Note;
k) use
any proceeds from the Holder or any of its Affiliates to pay any liquidated damages, penalties, fees or other amounts that may be due
and payable under the Note;
l) enter
into any agreement with respect to any of the foregoing.
Section
8. Miscellaneous.
a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any
Notice of Conversion, shall be in writing and delivered personally, by facsimile, electronic mail or sent by a nationally recognized
overnight courier service, addressed to the Company, at the facsimile number, email address or mailing address set forth on its signature
page hereto, or such other facsimile number, electronic mail or address as the Company may specify for such purposes by notice to the
Holder delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided
by the Company hereunder shall be in writing and delivered personally, by electronic mail, by facsimile, or sent by a nationally recognized
overnight courier service addressed to the Holder at the email address, facsimile number or address of the Holder appearing on the books
of the Company, or if no such email address or facsimile number or address appears on the books of the Company, at the principal place
of business of such Holder, as set forth in the Purchase Agreement, or such other facsimile number, electronic mail or address as the
Holder may specify for such purposes by notice to the Company delivered in accordance with this Section 8(a). Any notice
or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via electronic mail or facsimile prior to 5:30 p.m. (New York City time) on any Trading Day,
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via electronic mail or facsimile
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom
such notice is required to be given.
b) Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks
pari passu with all other Notes now or hereafter issued under the terms set forth herein.
-18-
c) Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed exclusively
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan
(the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York
Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts,
or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any
provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
e) Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder
to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver
by the Company or the Holder must be in writing.
-19-
f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it
shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The
Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company
from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such
as though no such law has been enacted.
g) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder
that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the
Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened
breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide
all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance
with the terms and conditions of this Note.
h) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.
i) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.
(Signature
Pages Follow)
-20-
IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.
HEALTHCARE TRIANGLE, INC.
By:
/s/ David
Ayanoglou
Name:
David
Ayanoglou
Title:
Chief
Financial Officer
Mailing Address for Notices:
Email Address for delivery of Notices:
Facsimile No. for delivery of Notices:
-21-
ANNEX A - NOTICE
OF CONVERSION
The
undersigned hereby elects to convert principal (and, if applicable, accrued and unpaid interest) under the Original Issue Discount Senior
Convertible Promissory Note due December 12, 2026 of Healthcare Triangle, Inc., a Delaware Corporation (the “Company”),
into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date
written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay
all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by
the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock
does not exceed the amounts specified under Section 4(d) and Section 4(e) of this Note, as determined in accordance
with such Section.
The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer
of the aforesaid shares of Common Stock.
Conversion
Information
Date to Effect
Conversion: __________________________________________
Outstanding Principal
Before Conversion: _______________________________________
Outstanding Interest
Before Conversion: ________________________________________
Principal Amount
of Note to be Converted: _______________________________
Interest Amount
of Note to be Converted: _________________________________
Conversion
Price Calculations:
Total Shares
of Common Stock to be Issued:
Outstanding Principal
After Conversion: ________________________________
Outstanding Interest
After Conversion: ________________________________
DWAC
Instructions
Physical
Delivery
Broker:
Issue
to:
DTC#:
Address:
Account:
Account
Name:
Entity
Name:
Signatory
Name:
Title:
Signature:
-22-
Schedule 1
CONVERSION SCHEDULE
This Original Issue
Discount Senior Convertible Promissory Note due on December 12, 2026 in the original principal amount of $_________ is issued by Healthcare
Triangle, Inc., a Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced
Note.
Dated:
Date
of Conversion
(or
for first entry,
Original Issue Date)
Amount
of Conversion
Aggregate
Principal
Amount Remaining
Subsequent to Conversion
(or original Principal Amount)
Company
Attest
-23-
EX-4.2 — COMMON STOCK PURCHASE WARRANT ISSUED TO HUDSON GLOBAL VENTURES, LLC, DATED JUNE 12, 2026
EX-4.2
Filename: ea029478001ex4-2.htm · Sequence: 3
Exhibit 4.2
NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
BY SUCH SECURITIES.
COMMON STOCK
PURCHASE WARRANT
HEALTHCARE TRIANGLE, INC.
Warrant Shares: 50,000
Date of Issuance: June 12, 2026 (“Issuance
Date”)
This COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hudson Global Ventures, LLC, a Nevada limited
liability company (including any permitted and registered 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 of issuance hereof, to purchase
from HEALTHCARE TRIANGLE, INC., a Delaware corporation (the “Company”), 50,000 shares of Common Stock (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the
Exercise Price per share then in effect. This Warrant is issued by the Company to the Holder as of the Issuance Date, pursuant to the
equity purchase agreement entered into on the Issuance Date by and among the Company and the Holder (the “Purchase Agreement”).
Capitalized terms
used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 16 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.00001, subject to adjustment
as provided herein (including but not limited to cashless exercise). “Exercise Period” shall mean the period commencing on
the Issuance Date and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the Issuance Date. Notwithstanding
anything to the contrary in this Warrant, upon the first occurrence of the Common Stock being deemed to be a “penny stock”
as defined in SEC Rule 240.3a51-1 on or after the Issuance Date (the “Trigger Date”), this Warrant shall no longer be exercisable
into Common Stock as of the Trigger Date.
1.
EXERCISE OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part
at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s
transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied
by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”
and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately
available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct
its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder).
Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company
shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant
(in accordance with Section 7) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise
under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
If the Company fails
to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies
at law, under this Warrant, or otherwise, and such failure shall also be deemed a material breach under the Purchase Agreement.
If the Market Price
of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless
exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof
remaining unexercised) by delivery of an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed
using the following formula:
X =
Y (A-B)
A
Where X =
the number of Shares to be issued to Holder.
Y =
the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
A =
the Market Price (at the date of such calculation).
B =
Exercise Price (as adjusted to the date of such calculation).
(b) No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.
(c) Holder’s
Exercise Limitations; Exchange Cap. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise
of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to
the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together
with the Holder’s Affiliates), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates
(such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance
therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number
of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company
or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or
its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation
hereunder. In addition to the beneficial ownership limitations provided in this Warrant, the sum of the number of shares of Common Stock
that may be issued under this Warrant shall be limited to the Exchange Cap (as defined in the Purchase Agreement) unless the Shareholder
Approval (as defined in the Purchase Agreement) is obtained by the Company. The limitations contained in this paragraph shall apply to
a successor holder of this Warrant.
2
(d) Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Company’s transfer agent to deliver to the Holder the Warrant Shares in accordance with the provisions
of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery
Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within
one (1) Business Day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder within one (1) Business Day of Holder’s request the number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates
a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of
the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to
timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
2. ADJUSTMENTS.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as
set forth in this Section 2.
(a) Stock
Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time
on or after the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares
or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and
any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such
subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price
is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.
(b) [Reserved].
3. [Reserved].
3
4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) [Reserved]
(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing
all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Purchase Agreement) in
accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder
and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of
capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company
herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares
of Common Stock (or other securities, cash, assets or other property issuable upon the exercise of this Warrant prior to the applicable
Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity (including its Parent
Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this
Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(c)
hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit
the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall
make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any
time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common
Stock (or other securities, cash, assets or other property issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this
Warrant) (the “Corporate Event Consideration”). Provision made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Holder.
4
(c) [Reserved]
(d) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied as
if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of this
Warrant (provided that the Holder shall continue to be entitled to the benefit of the Beneficial Ownership Limitation, applied however
with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any
such other warrant)).
5. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its articles of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, two (2) times the number
of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this
Warrant (without regard to any limitations on exercise).
6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide
the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously
with the giving thereof to the stockholders.
7.
REISSUANCE.
(a) Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall
be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as
the Issuance Date.
8. TRANSFER.
This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its
successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder
may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of
the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void
if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations
inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without
the need to obtain the Company’s consent thereto. Notwithstanding the foregoing, this Warrant may not be assigned or transferred
by the Holder without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.
5
9. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the
shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or
(C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.
10. DISCLOSURE.
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this
Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public
information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business
Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form
8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company
or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt
of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the
Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the
notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this
Section 10 shall limit any obligations of the Company, or any rights of the Holder, under the Purchase Agreement.
11. ABSENCE
OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company
and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain
from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an
officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,
written non-disclosure agreement and subject to compliance with any applicable securities laws, the Company acknowledges that the Holder
may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with
such trading activity, and may disclose any such information to any third party.
12. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the signed written consent of the Company and the Holder.
6
13. ARBITRATION
OF CLAIMS; GOVERNING LAW; AND VENUE. The Company and Holder shall submit all Claims (as defined in Exhibit C of the Purchase Agreement)
(the “Claims”) arising under this Warrant or any other agreement between the parties and their affiliates or any Claim relating
to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Purchase
Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree that the Arbitration Provisions
are unconditionally binding on the Company and Holder hereto and are severable from all other provisions of this Warrant. By executing
this Warrant, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with
legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow
for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration
Provisions, and that Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that
Holder may rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions. This Warrant shall
be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Nevada. The Company and Holder consent to and expressly agree that the exclusive venue for arbitration
of any Claims arising under this Warrant or any other agreement between the Company and Holder or their respective affiliates (including
but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder or their respective
affiliates shall be in the State of Nevada. Without modifying the Company’s and Holder’s obligations to resolve disputes hereunder
pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding
the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between
the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving
Company and the Company’s transfer agent under the Transfer Agent Instruction Letter (as defined in the Purchase Agreement) or otherwise
related to Holder in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary
restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Holder for any reason)),
each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting
in the State of Nevada, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring
any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining
order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Holder for any reason) outside
of any state or federal court sitting in the State of Nevada, and (iv) waives any claim of improper venue and any claim or objection that
such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction
or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary,
nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the Holder to realize on any collateral or any
other security, or to enforce a judgment or other court ruling in favor of the Holder, including through a legal action in any court of
competent jurisdiction, or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 15 of this Warrant. The
Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue
of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including
but not limited to based upon forum non conveniens). EACH OF THE COMPANY AND THE HOLDER
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other
agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to the Company at the address in effect for notices to it under this Warrant and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought
in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Warrant shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant
in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other jurisdiction.
14. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.
7
15. DISPUTE
RESOLUTION.
(a) Submission
to Dispute Resolution.
(i) Notwithstanding
anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing
Bid Price, Black Scholes Consideration Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of
Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the
“Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic
mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if
by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are
unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the
Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option,
submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent
Third Party”), and the Company shall pay all expenses of such Independent Third Party.
(ii) The
Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in
accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute,
in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder
selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding
clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and
agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives
its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute
and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such
Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder
or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any
written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute
Documentation.
(iii) The
Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and
expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of
such dispute shall be final and binding upon all parties absent manifest error.
(b) Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada Rules of Civil Procedure (“NRCP”)
and that the Holder is authorized to apply for an order to compel arbitration pursuant to the NRCP in order to compel compliance with
this Section 15, (ii) a dispute relating to the Warrant Calculations includes, without limitation, disputes as to (A) whether an
issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2 of this Warrant, (B) the consideration per share
at which an issuance or deemed issuance of Common Stock occurred, and (C) whether any issuance or sale or deemed issuance or sale of Common
Stock was an issuance or sale or deemed issuance or sale, (iii) the terms of this Warrant and each other applicable Transaction Document
shall serve as the basis for the selected Independent Third Party’s resolution of the applicable dispute, such Independent Third
Party shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such Independent Third
Party determines are required to be made by such Independent Third Party in connection with its resolution of such dispute (including,
without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2 of
this Warrant, (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, and (C) whether any issuance
or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, and in resolving such dispute such
Independent Third Party shall apply such findings, determinations and the like to the terms of this Warrant and any other applicable Transaction
Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this
Section 15 to any other jurisdiction provided for in Section 13 of this Warrant in lieu of utilizing the procedures set forth in this
Section 15, and (v) nothing in this Section 15 shall limit the Holder from obtaining any injunctive relief or other equitable remedies
(including, without limitation, with respect to any matters described in this Section 15).
8
16. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.
(b) “Bloomberg”
means Bloomberg, L.P.
(c) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized
or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in the State of Nevada generally are open for use by customers on such day.
(d) “Change
of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned
Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of
Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification
continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,
are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to
elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization,
recapitalization or reclassification, (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction
of incorporation of the Company or any of its Subsidiaries or (iv) bone fide arm’s length acquisitions by the Company with one or
more third parties as long as holders of the Company’s voting power as of the Issuance Date continue after such acquisition to hold
publicly traded securities and, directly or indirectly, are, in all material respects, the holders of at least 51% of the voting power
of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such acquisition.
(e) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, (i) the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Quotestream or other similar quotation
service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other
similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of such security
in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated by
the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation service provider designated
by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream or other similar
quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on a particular date
on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved in accordance with the procedures in Section 15. All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
9
(f) “Common
Stock” means the common stock of the Company, $0.00001 par value per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
(g) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock,
including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(h) [Intentionally
Omitted].
(i) “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq
Capital Market, or equivalent national securities exchange.
(j) “Event
Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the
VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending and
including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y)
five (5). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.
(k) [Intentionally
Omitted].
(l) [Intentionally
Omitted].
(m) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another
Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of
the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject
to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either
(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common
Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender
or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,
or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial
owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or
party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%
of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject
Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,
reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,
scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Warrant calculated
as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary
voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow
such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender
their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this
definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or
transaction.
10
(n) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(o) “Person”
and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.
(p) “Principal
Market” shall have the definition set forth in the Purchase Agreement.
(q) “Market
Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the date of the respective
Exercise Notice.
(r) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.
(s) “Trading
Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common
Stock is not then listed or quoted on any Principal Market, then any calendar day.
(t) “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Quotestream or other similar quotation service provider designated by the Holder through its “VAP” function
(set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security
in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time,
and ending at 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder,
or, if no dollar volume-weighted average price is reported for such security by Quotestream or other similar quotation service provider
designated by the Holder for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other
similar transaction during such period.
* * * * * * *
11
IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the Issuance Date set forth above.
HEALTHCARE TRIANGLE, INC.
/s/ David Ayanoglou
Name:
David Ayanoglou
Title:
Chief Financial Officer
EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered holder
to exercise this Common Stock Purchase Warrant)
THE
UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common
Stock (“Warrant Shares”) of HEALTHCARE TRIANGLE, INC., a Delaware corporation (the “Company”), evidenced by the
attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):
☐ a cash exercise with respect to Warrant Shares; or
☐ by cashless exercise pursuant to the Warrant.
2. Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price
in the sum of $ to the Company in accordance with the terms of the Warrant.
3. Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms
of the Warrant.
Date: ________________________
(Print Name of Registered Holder)
By:
Name:
Title:
EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND AMONG HEALTHCARE TRIANGLE, INC. AND THE PURCHASERS PARTY THERETO
EX-10.1
Filename: ea029478001ex10-1.htm · Sequence: 4
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT
(the “Agreement”) is made as of June 12, 2026, by and among Healthcare Triangle, Inc., a Delaware corporation (and
together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the
“Company”), and the Purchaser identified on the signature pages hereto (including its successors and assigns, each
a “Purchaser” and collectively, the “Purchasers”).
RECITALS
A. The
Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506(b) of Regulation D (“Regulation D”) as
promulgated by the United States Securities and Exchange Commission under the Securities Act.
B. The
Purchasers wish to purchase and the Company wishes to sell at closing, upon the terms and conditions stated in this Agreement, the Securities
(as defined herein), all in the amounts and for the price set forth on Schedule 1 hereto.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Defined
Terms. In addition to terms defined elsewhere in this Agreement or in any supplement, amendment or exhibit hereto, when used herein,
the following terms shall have the following meanings:
(a) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act, including, among others, executive officers,
directors, large stockholders, subsidiaries, parent entities and sister companies.
(b) “Approval
Deadline” means December 12, 2026.
(c) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
(d) “Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed
and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’ obligations to pay the Purchase
Price and (ii) the Company’s obligations to deliver the Notes, in each case, have been satisfied or waived with respect to the Closing.
(e) “Common
Stock” means (i) the Company’s common stock, par value $0.00001 per share, and (ii) any capital stock into which such
common stock shall have been changed or any share capital resulting from a reclassification of such common stock.
(f) “Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(g) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in
whole or in part) against loss with respect thereto.
(h) “Conversion
Date” has the meaning set forth in the Note.
(i) “Conversion
Shares” means all shares of Common Stock issuable upon conversion of any portion of the Note (including, at the Purchaser’s
election pursuant to the conditions set forth in the Note, accrued and unpaid interest thereon), but solely to the extent and subject
to any conditions set forth in the Note.
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(j) “Dollar(s)”
and “$” means lawful money of the United States.
(k) “Escrow
Agent” means Sichenzia Ross Ference Carmel LLP, as escrow agent.
(l) “Escrow
Agreement” means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and
the Placement Agent pursuant to which the Purchasers shall deposit the Purchase Price with the Escrow Agent to be applied to the transactions
contemplated hereunder.
(m) “Event
of Default” shall have the meaning set forth in the Note.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(o) [Reserved]
(p)
“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.
(q) “Indebtedness”
means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services (but excluding trade payables incurred in the ordinary
course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or the Purchaser under such agreement in the event of default are limited to
repossession or sale of such property), (e) all capital lease obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock of such
Person, (h) all obligations for any earn-out consideration, (i) the liquidation value of preferred capital stock of such Person,
(j) all guarantee obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (i) above,
(k) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any lien on property (including, without limitation, accounts and contract
rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and all obligations
of such Person in respect of hedge agreements; and (l) all Contingent Obligations in respect to indebtedness or obligations of any Person
of the kind referred to in clauses (a)-(k) above. The Indebtedness of any Person shall include, without duplication, the Indebtedness
of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor.
(r) “Investment”
means any investment (including, without limitation, any loan or advance) in or to any Person, whether payment therefor is made in cash
or capital stock or other equity interests or otherwise, and whether such Investment is by acquisition of capital stock or other equity
interests or Indebtedness, or by loan, advance, transfer of property out of the ordinary course of business, capital contribution, equity
or profit sharing interest, extension of credit on terms other than those normal in the ordinary course of business or otherwise.
(s) “Liens”
or “liens” means a lien, mortgage, charge pledge, security interest, encumbrance, right of first refusal, preemptive
right or other restriction, or other clouds on title.
(t) “Liabilities”
means all direct or indirect liabilities, Indebtedness and obligations of any kind of Company to the Purchaser, howsoever created, arising
or evidenced, whether now existing or hereafter arising (including those acquired by assignment), absolute or contingent, due or to become
due, primary or secondary, joint or several, whether existing or arising through discount, overdraft, purchase, direct loan, participation,
operation of law, or otherwise, including, but not limited to, pursuant to the Note, this Agreement and/or any of the other Transaction
Documents, all accrued but unpaid interest on the Note the principal, any letter of credit, any standby letter of credit, and/or outside
attorneys’ and paralegals’ fees or charges relating to the preparation of the Transaction Documents and the enforcement of
the Purchaser’s rights, remedies and powers under this Agreement, the Note and/or the other Transaction Documents.
(u) “Material
Adverse Effect” means a material adverse effect on (a) the business, assets, property, operations, or condition (financial
or otherwise) of the Company, (b) the validity or enforceability of this Agreement or any of the other Transaction Documents, (c) the
rights or remedies of the Purchaser hereunder or thereunder, or (d) the ability of the Company to perform its obligations under any Transaction
Document.
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(v)
“Note” means the Original Issue Discount Senior Convertible Promissory Notes due on December 11, 2026 in such amounts
as set forth on Schedule 1 next to the heading “Note,” in United States Dollars,
which, subject to the terms and conditions set forth in this Agreement, shall be purchased from the Company pursuant to this Agreement,
and any and all Note(s) issued in exchange, transfer or replacement of the Note(s); the form of Note is annexed hereto as Exhibit A.
(w) “Permitted
Indebtedness” means (a) the indebtedness evidenced by the Note, and (b) any indebtedness of the Company outstanding as of the
date of this Agreement.
(x) “Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and
by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established
in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as
carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the
value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated
Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for
the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) pledges and deposits made in the ordinary
course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;
(d) Deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course of business; and (e) any Liens in favor of the Purchaser.
(y) “Person”
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation,
institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise including, without limitation,
any instrumentality, division, agency, body or department thereof).
(z) “Placement
Agent” means WallachBeth Capital LLC
(aa) “Principal
Market” means the principal Trading Market on which the Common Stock is listed or quoted for trading on the date in question.
(bb) “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
(cc) “Purchase
Price” shall have the meaning as set forth on Schedule 1 next to the heading “Purchase
Price,” in United States Dollars.
(dd) “SEC”
or “Commission” means the United States Securities and Exchange Commission.
(ee) “Securities”
means the Note and all Underlying Shares and any securities of the Company issued to the Purchaser in replacement, substitution and/or
in connection with any exchange, conversion and/or any other transaction involving all or any of such securities of the Company.
(ff) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(gg) “Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock).
(hh) “SMRH”
means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, New York, New York 10112.
(ii) “Stockholder
Approval” means such approval as may be required by the applicable rules and regulations of the Principal Market (or the applicable
rules and regulations of any successor entity) from the stockholders of the Company with respect to the transactions contemplated by this
Agreement and the other Transaction Documents, including the issuance of all of the Underlying Shares in excess of 19.99% of the issued
and outstanding Common Stock on the Closing Date.
(jj) “Subsidiary”
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person. All of the Company’s Subsidiaries are set forth on Schedule 3.1(a) hereto.
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(kk) “Trading
Day” means a day on which the principal Trading Market is open for trading.
(ll) “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
any market or quotation tier of the OTC Markets Group (or any successors to any of the foregoing).
(mm) “Transaction
Documents” means, collectively, this Agreement, the Note, the Escrow Agreement and such other documents, instruments, certificates,
supplements, amendments, exhibits and schedules required and/or attached pursuant to this Agreement and/or any of the above documents,
and/or any other document and/or instrument related to the above agreements, documents and/or instruments, and the transactions hereunder
and/or thereunder and/or any other agreement, documents or instruments required or contemplated hereunder or thereunder, whether now existing
or at any time hereafter arising.
(nn) “Transfer
Agent” means VStock Transfer. LLC the current transfer agent of the Company, with a mailing address of 18 Lafayette Place, Woodmere,
New York 11598 and a phone number of (212) 828-8436, and any successor transfer agent of
the Company.
(oo) “Underlying
Shares” means all Conversion Shares.
(pp) “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Open
Market” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
1.2 Other
Definitional Provisions.
(a) Use
of Defined Terms. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used
in the other Transaction Documents or any certificate or other document made or delivered pursuant hereto or thereto.
(b) Accounting
Terms. As used herein and in the other Transaction Documents, and any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to the Company not defined in Section 1.1 and accounting terms partly defined in Section 1.1,
to the extent not defined, shall have the respective meanings given to them under GAAP (provided that all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts referred to herein shall be made without giving effect
to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards
159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Company at “fair value”, as defined therein, and (ii) any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof).
(c) Construction.
The words “hereof”, “herein” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, schedule
and exhibit references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
ARTICLE 2
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees
to purchase, the Note. Each Purchaser shall deliver to the Escrow Agent, via wire transfer immediately available funds equal to the Purchase
Price, and the Company shall deliver to the Purchasers the Note on the Closing Date, and the Company and the Purchaser shall deliver the
other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections
2.2 and 2.3, the Closing shall occur at the offices of SMRH or such other location as the parties shall mutually agree.
2.2 Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchasers the following:
(i) this Agreement
duly executed by the Company;
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(ii) the
Note registered in the name of the Purchaser as set forth on Schedule 1;
(iii) the
duly executed Escrow Agreement with executed joint instructions to the Escrow Agent
(iv) a
certificate, in the form acceptable to the Purchaser and its counsel, executed by the secretary of the Company dated as of the Closing
Date, as to (i) the resolutions as adopted by the Company’s board of directors relating to the transactions contemplated by this
Agreement in a form acceptable to the Purchaser, (ii) Certificate of Incorporation
(v) a
certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, confirming compliance with Section
2.3(a)(i) and (ii) below and as to such other matters as may be reasonably requested by the Purchaser and its counsel in the form acceptable
to the Purchaser;
(ix) certificates
evidencing the good standing of the Company and each Company Subsidiary in such entity’s jurisdiction of incorporation issued by
the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date;
(vi) an
opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser; and
(vii) such
other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchaser or
its counsel may reasonably request.
(b) On
or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the
following:
(i) this
Agreement duly executed by the Purchaser;
(ii) the
Purchase Price subject to the closing by wire transfer;
(iii) the
duly executed Escrow Agreement; and
(iv) a
duly executed joint written instructions to the Escrow Agent.
2.3 Conditions
to Purchase the Securities. Subject to the terms and conditions of this Agreement, the Purchaser will at the Closing purchase from
the Company the Securities in the amounts and for the Purchase Price as set forth on Schedule 1, provided the following:
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the date of the Closing of the representations and warranties of the Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Purchaser required to be performed at or prior to the date of the Closing shall have been
performed;
(iii) the
delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) no
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation of
any of the transactions contemplated by the Transaction Documents; and
(vi) from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or any foreign securities
commission or the Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally
as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities
whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United
States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case,
in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
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(b) The
obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the date of the Closing of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed in
all material respects;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) the
Company shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the entry into
the Transaction Documents and the sale of the Securities; and
(vi) no
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation of
any of the transactions contemplated by the Transaction Documents.
2.4 Purchase
Price and Payment of the Purchase Price for the Securities. The Purchase Price for the Securities to be purchased by the Purchasers
at the Closing shall be as set forth on Schedule 1 and shall be paid at the Closing, as applicable, (less all of the Purchaser’s
Expenses (as defined below)) by the Purchasers by wire transfer of immediately available funds to the Company in accordance with the Company’s
written wiring instructions, against delivery of the Securities.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES; OTHER ITEMS
3.1 Representation
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules (but in no event shall qualify any indemnity obligation of the Company hereunder), the Company (which for
purposes of this Section 3.1 means the Company and all of its Subsidiaries) represents and warrants to the Purchaser that
on the Closing Date (unless as of a specific date set forth below):
(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company and the locations thereof are set forth on Schedule 3.1(a). The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all
of the issued and outstanding shares of capital stock or other interests of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. Schedule 3.1(a) sets forth, as of the Closing
Date, the jurisdiction of organization and the location of the Company’s and its subsidiaries’ executive offices and other
places of business.
(b) Organization,
Etc. The Company and each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of the state
of their respective organization and are duly qualified and in good standing or has applied for qualification as a foreign corporation
authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required
except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
(c) Authorization:
No Conflict. The execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby by the
Company, including, but not limited to, the sale and issuance of the Securities for the Purchase Price, the reservation for issuance of
the Underlying Shares required to be reserved pursuant to the terms of the Note, of the issuance the Underlying Shares into which the
Note is convertible (i) are within the Company’s corporate powers, (ii) have been duly authorized by all necessary action by or
on behalf of the Company (and/or its stockholders to the extent required by law), (iii) have received all necessary and/or required
governmental, regulatory and other approvals and consents (if any shall be required), (iv) do not and shall not contravene or conflict
in any material respect with any provision of, or require any consents under (1) any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including U.S. federal and state securities laws and regulations) or ordinance, (2) the Company’s organizational documents;
and/or (3) any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
and (v) other than the Liens granted to the Purchaser pursuant to the Transaction Documents, do not result in, or require, the creation
or imposition of any Lien and/or encumbrance on any of the Company’s properties or revenues pursuant to any law, rule, regulation
or ordinance or otherwise.
-6-
(d) Validity
and Binding Nature. The Transaction Documents to which the Company is a party are the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization and other similar laws of general application affecting the rights and remedies of creditors and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).
(e) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment of federal,
state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is not delinquent,
and (iii) Permitted Liens. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under
valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
(f) No
Violations of Laws. The Company is not in violation of any law, ordinance, rule, regulation, judgment, decree or order of any federal,
state or local governmental body or court and/or regulatory or self-regulatory body, except as would not reasonably be expected to have
a Material Adverse Effect.
(g) Taxes.
The Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and
franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations
and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.
(h) Licenses
and Permits. The Company and its Subsidiaries possesses all certificates, authorizations, consents,
approvals, orders, licenses and permits issued by the appropriate federal, state or foreign regulatory authorities as set forth on Schedule
3.1(h) (collectively, the “Permits”), necessary to conduct its business
as now conducted. All of such Permits are valid and in full force and effect. There is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or investigation that individually or in the aggregate would reasonably be expected to lead to the
revocation, modification, termination, suspension or any other impairment of the rights of the holder of any such Permit.
(i) Investment
Company. The Company is not (i) an “investment company” or a company “controlled”, whether directly or indirectly,
by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended; or (ii) engaged principally,
or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U of the Board of Governors of the Federal Reserve System).
(j) Absence
of Defaults and Conflicts. The Company and its Subsidiaries is not (i) in violation of
its charter, by-laws or similar incorporation or organizational documents or (ii) in
violation or default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company is a party
or by which it may be bound, or to which any of the property or assets of the Company is subject (collectively, “Agreements
and Instruments”). The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated in this Agreement and the other Transaction Documents, and compliance by the Company with its obligations
under this Agreement and the other Transaction Documents, do not and will not, whether with or without the giving of notice or passage
of time or both, (w) conflict with or result in a breach of any of the terms and provisions of, or constitute a default or Repayment Event
(as defined below) under, (x) result in the creation or imposition of any lien, charge or encumbrance (other than Permitted Liens) upon
any property or assets of the Company pursuant to, the Agreements and Instruments, (y) result in any violation of the provisions of the
charter, by-laws or similar organizational documents of the Company, or (z) result in any
applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic
or foreign, having jurisdiction over the Company or any of its assets, properties or operations, except in the case of this clause (z)
for such conflicts, violations, breaches or defaults which would not reasonably be expected to result in a Material Adverse Effect on
the Company. As used herein, a “Repayment Event” means any event or condition
which gives the holder of any note, debenture or other evidence of indebtedness that is material to the operations or financial results
of the Company (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company.
(k) Foreign
Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any
of its affiliates, directors, officers, employees, agents or other person acting on behalf of the Company is aware of or has taken any
action, directly or indirectly, that would result in a material violation by such person of the Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder (the “FCPA”), including,
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the Company’s knowledge,
its affiliates have conducted their businesses in material compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
-7-
(l) Rule
506(d) Bad Actor Disqualification Representations and Covenants.
(i) No
Disqualification Events. Neither the Company, nor any of its predecessors, affiliates, any manager, executive officer, other officer
of the Company participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20%
or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that
term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity as of the date of this Agreement and
on the Closing Date (each, a “Company Covered Person” and, together, “Company Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has
exercised reasonable care to determine (A) the identity of each person that is a Company Covered Person; and (B) whether any
Company Covered Person is subject to a Disqualification Event. The Company has complied with its disclosure obligations under Rule 506(e).
(ii) Other
Covered Persons. The Company is not aware of any person (other than any Company Covered Person) who has been or will be paid (directly
or indirectly) remuneration in connection with the purchase and sale of the Note who is subject to a Disqualification Event (each, an
“Other Covered Person”).
(iii) Reasonable
Notification Procedures. With respect to each Company Covered Person, the Company has established procedures reasonably designed to
ensure that the Company receives notice from each such Company Covered Person of (A) any Disqualification Event relating to that Company
Covered Person, and (B) any event that would, with the passage of time, become a Disqualification Event relating to that Company Covered
Person; in each case occurring up to and including the Closing Date.
(iv) Notice
of Disqualification Events. The Company will notify the Purchaser immediately in writing upon becoming aware of (A) any Disqualification
Event relating to any Company Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating
to any Company Covered Person and/or Other Covered Person.
(m) Accuracy
of Information, etc. No statement or information contained in this Agreement, any other Transaction Document or any other document,
certificate or statement furnished to the Purchaser by or on behalf of the Company in writing for use in connection with the transactions
contemplated by this Agreement and/or the other Transaction Documents contained, as of the date such statement, information, document
or certificate was made or furnished, as the case may be, any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained herein or therein, taken as a whole, not materially misleading. There is no fact known to the
Company that would reasonably be expected to materially affect the Company that has not been expressly disclosed herein, in the other
Transaction Documents, or in any other documents, certificates and written statements furnished to the Purchaser for use in connection
with the transactions contemplated hereby and by the other Transaction Documents.
(n) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount
that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as
now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the
business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into
account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts
are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account
the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. Schedule 3.1(n) sets forth as of the date hereof
all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.
Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(o) Transactions
With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary
and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing
for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary
or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.
-8-
(p) Intellectual
Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks,
trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described on
Schedule 3.1(p) that are material to the conduct of its business (collectively, the “Intellectual Property Rights”).
The Company has not received a notice (written or otherwise) that any material Intellectual Property Right has expired, terminated or
been abandoned, or is expected to expire or terminate or be abandoned. The Company has not received, since the date of the latest audited
financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company has taken commercially reasonable security measures to protect
the secrecy, confidentiality and value of all of its intellectual property.
(q) USA
Patriot Act. The Company is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each
of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and
any other enabling legislation or executive order relating thereto, and (ii) the USA Patriot Act (Title III of Pub. L. 107-56, signed
into law on October 26, 2001) (the “Act”). No part of the proceeds of the Note will be used, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.
(r) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
joint venture employee or affiliate of the Company or any Subsidiary is currently, or in the past 5 years, has been subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(s) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) Stockholder Approval, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the
Securities and the listing of the Underlying Shares for trading thereon in the time and manner required thereby, and (iii) the filing
of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).
(t) Authorization;
Enforcement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of the Transaction Documents and the performance of all obligations of the Company under the Transaction Documents
and have been taken on or prior to the date hereof. Each of the Transaction Documents has been duly executed by the Company and, when
delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by general equitable
principles regardless of whether such enforcement is considered in a proceeding in equity or at law, (iii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iv) insofar as indemnification and contribution
provisions may be limited by applicable law.
(u) Valid
Issuance of Securities. The Note has been duly authorized and, when issued and paid for in accordance with this Agreement, will be
duly and validly issued, fully paid and nonassessable, free and clear of all Liens and all restrictions on transfer other than those expressly
imposed by the federal securities laws and vest in the Purchaser full and sole title and power to the Note purchased hereby by the Purchaser,
free and clear of all Liens, and restrictions on transfer other than those imposed by the federal securities laws. All Conversion Shares,
when issued upon conversion of the Note, will be duly and validly issued, fully paid and nonassessable, will be free and clear of all
Liens and vest in the holder full and sole title and power to such securities. The Company has reserved from its duly authorized unissued
Common Stock, the Required Minimum (as defined in the Note), which Required Minimum shall be continuously determined by the Company to
ensure that the Required Minimum is in reserve with the Transfer Agent at all times.
-9-
(v) Offering.
The offer and sale of the Notes when issued pursuant to this Agreement, as contemplated by this Agreement, are exempt from the registration
requirements of the Securities Act, and the qualification or registration requirements of state securities laws or other applicable blue
sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of
such exemptions.
(w) Capitalization
and Voting Rights. The capitalization of the Company is as set forth on Schedule 3.1(w),
which Schedule 3.1(w) shall also include the number of shares of Common Stock owned
beneficially, and of record, by Affiliates of the Company as of the date hereof. The authorized capital stock of the Company and
all securities of the Company issued and outstanding are set forth on Schedule 3.1(w) as of the dates reflected therein. All of
the outstanding shares of Common Stock and other securities of the Company have been duly authorized and validly issued, and are fully
paid and nonassessable. Except as set forth on Schedule 3.1(w),
no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(w), there are no agreements or arrangements
under which the Company is obligated to register the sale of any of the Company’s securities under the Securities Act. Except as
set forth on Schedule 3.1(w), no shares of Common Stock and/or other securities of the Company are entitled to preemptive rights
and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or
may become bound to issue additional shares of the capital stock and/or other securities of the Company or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the
Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities and/or as set forth on Schedule 3.1(w), the Company is not a party to,
and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock and/or other securities
of the Company. Except as set forth on Schedule 3.1(w), the offer and sale of all capital stock, convertible or exchangeable securities,
rights, warrants, options and/or any other securities of the Company, when any such securities of the Company were issued, complied in
all material respects with all applicable federal and state securities laws, and no current and/or prior holder of any securities of the
Company has any right of rescission or damages or any “put” or similar right with respect thereto. Except as set forth on
Schedule 3.1(w), there are no securities or instruments of the Company containing anti-dilution or similar provisions that will
be triggered by the issuance and/or sale of the Securities and/or the consummation of the transactions described herein or in any of the
other Transaction Documents.
(x) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the
Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(y) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to be materially
adverse to the Company, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission (if the Company is an issuer
required to file periodic reports under the Exchange Act), (iii) the Company has not altered its method of accounting, (iv) the Company
has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company stock option plans. Except for the issuance of the Securities contemplated
by this Agreement or as set forth on Schedule 3.1(y), no event, liability, fact, circumstance, occurrence or development has occurred
or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses,
properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date
that this representation is made.
-10-
(z) Litigation.
Except as set forth on Schedule 3.1(z), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.1(z), Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former
director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(aa) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any Purchaser or its respective agents or counsel with any information
that constitutes material, non-public information. The Company understands that the Purchaser may rely on the Transaction Documents, the
information included therein, including, but not limited to, the foregoing representation in purchasing the Securities. All of the disclosure
furnished by or on behalf of the Company to the Purchaser in the Transaction Documents regarding, among other matters relating to the
Company, its business and the transactions contemplated in the Transaction Documents, is true and correct in all material respects as
of the date made and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and
agrees that the Purchaser does not make nor has made any representations or warranties with respect to the transactions contemplated in
the Transaction Documents other than those specifically set forth in Section 3.2 hereof.
(bb) No Integrated
Offering. Assuming the accuracy of the representations and warranties set forth in Section 3.2, neither the Company, nor
any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any security, under circumstances that would cause the issuance and/or sale of the Securities to be integrated
with prior offerings of securities by the Company for purposes of (i) the Securities Act that would require the registration of any such
Securities and/or any other securities of the Company under the Securities Act, or that would invalidate the exemptions from registration
relied upon by the Company, or (ii) any stockholder-approval provisions of any Trading Market on which any of the securities of the Company
are listed, eligible for quotation and/or designated.
(cc) Insurance.
The Company is insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the business in which it is engaged; the Company has not been refused any coverage
sought or applied for; and the Company does not have any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.
(dd) Manufacturing
and Marketing Rights . Except as set forth on Schedule 3.1(dd), the Company has not granted rights to develop, manufacture,
produce, assemble, license, distribute, market, or sell its products to any other Person and is not bound by any agreement that affects
the Company’s exclusive right to develop, manufacture, produce, assemble, license, distribute, market or sell its products.
(ee) Registration
Rights. Except as set forth on Schedule 3.1(ee),
no Person has any right to cause the Company to affect the registration under the Securities Act of any securities of the Company or any
Subsidiaries.
(ff) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect
to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its
Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of
the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal,
state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and
wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
-11-
(gg) Dilutive
Effect. The Company understands and acknowledges that the number of Underlying Shares issuable upon conversion of the Notes, pursuant
to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligations to issue Underlying
Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes are absolute and unconditional regardless of
the dilutive effect that any such issuances may have on the percentage ownership interests of other stockholders of the Company.
(hh) Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provisions under the Company’s certificate of incorporation, as amended, or the laws of
the jurisdiction of its formation that are or could become applicable to the Purchaser as a result of the transactions contemplated by
this Agreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and
the Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating
to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
(ii) Bankruptcy
Status; Indebtedness. The Company and each Subsidiary has no current intention or expectation to file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable representation date. All outstanding
material secured and unsecured Indebtedness (as defined below) of the Company, or for which the Company has commitments.
(jj) Subsidiary
Rights. The Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary.
(kk) Affiliate
Transactions. The Company has not purchased, acquired or leased any property from, or sold, transferred or leased any property to,
or entered into any other transaction with (i) any Affiliate, (ii) any officer, director, manager, stockholder or member of the Company
or any Affiliate of any thereof, or (iii) any member of the immediate family of any of the foregoing, except on terms comparable to the
terms that would prevail in an arms-length transaction between unaffiliated third parties.
(ll) No General
Solicitation. Neither the Company, nor any of its affiliates, nor, to the knowledge of the Company, any Person acting on its
behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Securities.
(mm) Obligations
of Management. Each officer and key employee of the Company is currently devoting substantially all of his or her business time to
the conduct of business of the Company and the Company is not aware that any officer or key employee of the Company is planning to work
less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge,
plans to work for a competitive enterprise, whether or not such officer of key employee is or will be compensated by such enterprise.
(nn) Off-Balance
Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or
other off-balance sheet entity.
(oo) Certain
Fees. Except for the fees and expenses payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by the Transaction Documents.
(pp) Anti-Money
Laundering, Anti-Bribery and Anti-Corruption; Sanctions.
(i) Neither
the Company nor, any of its Subsidiaries or Affiliates or any director or officer of any of them is an individual or entity currently,
or has not in the past 5 years been, subject to any Sanctions or is on any Sanctions List.
(ii) Each
of the Company, any of its Subsidiaries and Affiliates and their respective directors, officers, employees and, to the knowledge of the
Company, agents and any other person or entity acting on behalf of the Company, has complied with the Money Laundering, Anti-Corruption
and Anti-Bribery Laws, in each case as applicable to them, and no action, suit or proceeding by or before any court or any arbitrator
or any governmental agency, authority or body involving the Company and any of its Subsidiaries or their respective directors or officers
and, to the knowledge of the Company, the employees, agents, or representatives of each of them, is pending or threatened with respect
to Money Laundering, Anti-Corruption and Anti-Bribery Laws.
(iii) Neither
the Company nor any of its Subsidiaries nor their respective directors or officers, nor, to the knowledge of the Company, the employees
or agents of any of them has:
A. used any corporate funds (nor will it use any proceeds from the Notes) for any unlawful contribution,
gift, entertainment or unlawful expense relating to political activity;
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B. taken any action in furtherance of an unlawful offer, payment, promise to pay, or authorization or approval
of the payment or giving of money, property, gifts or (anything else of value, directly or indirectly, to any “government official”
(including any officer or employee of a government or government owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for public office) or made any other bribe, rebate, payoff, influence payment or kickback intended to improperly influence official action
or secure an improper advantage;
C. nor will it use any proceeds from the Notes in furtherance of any such unlawful payment or violation of
Sanctions or Money Laundering, Anti-Corruption and Anti-Bribery Laws.
(iv) The
Company and each Subsidiary will promote and ensure compliance with Money Laundering, Anti-Corruption and Anti-Bribery Laws in all jurisdictions
where they operate and with the representations and warranties contained herein.
(v) As
used in this Section 3.1(pp):
A. “Money Laundering, Anti-Corruption and Anti-Bribery Laws” means money laundering and
anti- corruption statutes of all jurisdictions (including, the Foreign Corrupt Practices Act of 1977, the OECD Convention on Bribery of
Foreign Public Officials in International Business Transactions, and any similar national or local law or regulation in the United Kingdom
or elsewhere where the Company and each other Subsidiary conducts business), the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency or any such jurisdiction.
B. “Sanctions” means any laws or regulations or restrictive measures relating to economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority.
C. “Sanctions Authority” means (i) the United Nations Security Council; (ii) the United
States government; (iii) the European Union; (iv) the United Kingdom government; (v) the respective governmental institutions and agencies
of any of the foregoing, including without limitation, OFAC, the United States Department of State and Department of Commerce, and Her
Majesty’s Treasury; and (vi) any other governmental institution or agency with responsibility for imposing, administering or enforcing
Sanctions with jurisdiction over the Company or any of its subsidiaries (together, “Sanctions Authorities”).
D. “Sanctions List” means the Specially Designated Nationals and Blocked Persons List
maintained by OFAC, the Denied Persons List maintained by the U.S. Department of Commerce, the Consolidated List of Financial Sanctions
Targets maintained by Her Majesty’s Treasury, or any other list issued or maintained by any Sanctions Authority of persons subject to
Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time.
(qq) Environmental
Laws. The Company and its Subsidiaries, to the best of the Company’s knowledge, (i) are
in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including
ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued,
entered, promulgated or approved thereunder (“Environmental Laws”); (ii)
have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),
(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(rr) Seniority.
As of the Closing Date, (i) all Indebtedness, is subordinated to the Note and (ii) no Indebtedness or other claim against the Company
is senior to or pari passu with the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or
otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered
thereby) and capital lease obligations (which is senior only as to the property covered thereby); provided, however, this clause (rr)
does not apply to any Indebtedness that is repaid with the proceeds from the purchase of the Notes.
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(ss) Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another
to purchase any other securities of the Company.
(tt) DTC
Eligible. The Common Stock is DTC eligible and DTC has not placed a “freeze” or a “chill” on the Common Stock
and the Company has no reason to believe that DTC has any intention to make the Common Stock not DTC eligible, or place a “freeze”
or “chill” on the Common Stock.
(uu) No Delisting
from Trading Market. The Common Stock is eligible for quotation on the Principal Market and the Company has no reason to believe that
the Principal Market has any intention of delisting the Common Stock from the Principal Market.
(vv) Private
Placement. Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2, no registration under
the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby
(ww) Listing
and Maintenance Requirements. Other than as set forth on Schedule 3.1(ww), the Company has not, in the 12 months preceding the
date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the
Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Common Stock is eligible for
quotation on the Principal Market and the Company has no reason to believe that the Principal Market has any intention of delisting or
no longer quoting the Common Stock from the Principal Market. The issuance and sale of the Securities hereunder does not contravene
the rules and regulations of the Trading Market. All Underlying Shares have been approved, if so required, for listing or quotation
on the Trading Market, subject only to notice of issuance.
(xx) Acknowledgment
Regarding the Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the other Transaction Documents and the transactions contemplated hereby
and thereby and that the Purchaser is not (i) an officer or director of the Company, (ii) an Affiliate of the Company or (iii) to
the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes
of Rule 13d-3 of the Exchange Act). The Company further acknowledges that the Purchaser is not acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby
and thereby, and any advice given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents
and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s purchase of the Securities. The
Company further represents to the Purchaser that the Company’s decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives.
3.2 Representation
and Warranties of the Purchaser. Each Purchaser, severally and not jointly, hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows:
(a) Organization;
Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership,
limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents
and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document
to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(b) Own
Account. The Purchaser understands that the Securities are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal
for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute
or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting the Purchaser’s right to sell the Securities pursuant to an effective registration statement or otherwise
in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary
course of its business.
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(c) Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof
it is an “accredited investor” as defined in Rule 501(a) under the Securities Act.
(d) Experience
of Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e) General
Solicitation. The Purchaser is not, to the Purchaser’s knowledge, purchasing the Securities
as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine
or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
(f) Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction
Documents (including all exhibits and schedules thereto) and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.
(g) Certain
Transactions and Confidentiality. The Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant
to any understanding with the Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during
the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person
representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the
execution hereof. Notwithstanding the foregoing, if the Purchaser is a multi-managed investment vehicle, whereby separate portfolio managers
manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only
apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities
covered by this Agreement. Other than to other Persons party to this Agreement or to the Purchaser’s representatives, including, without
limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
The Company
acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.
ARTICLE 4
OTHER AGREEMENTS OF THE PARTIES
4.1 Transfer
Restrictions.
(a) The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of
counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have
the rights and obligations of the Purchaser under this Agreement.
(b) The
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:
NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAS 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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The Company
acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the Purchaser’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection
with a pledge or transfer of the Securities, including, if the Securities are then registered for resale on a registration statement,
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision
of the Securities Act to appropriately amend the list of selling stockholders thereunder.
(c) Certificates
evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration
statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares
pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144 or (iv) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).
The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the effective date of any registration
statement covering the Underlying Shares or at such time as such legend is no longer required under this Section 4.1(c) if required by
the Transfer Agent to affect the removal of the legend hereunder, or if requested by the Purchaser. If any portion of the Note is converted
at a time when there is an effective registration statement to cover any sale of the Underlying Shares and/or the Underlying Shares have
been sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the
Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions provided the conditions of Rule
144(i)(2) have been satisfied or if such legend is not otherwise required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of
all legends. The Company agrees that following the effective date of any registration statement covering the Underlying Shares or at such
time as such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) one (1) Trading Day and
(ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the Purchaser to
the Company or the Transfer Agent of certificate(s) representing the Underlying Shares, as applicable, issued with a restrictive legend
(such date, the “Legend Removal Date”), deliver or cause to be delivered
to the Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make
any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section
4. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser
by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by the Purchaser.
As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect
on the date of delivery of a certificate representing the Underlying Shares, as applicable, issued with a restrictive legend.
(d) In
addition to the Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash (i) as partial liquidated
damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date such Securities
are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day
(increasing to $20 per Trading Day five (5) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal
Date until such certificate is delivered without a legend and (ii) if the Company fails to (x) issue and deliver (or cause to be delivered)
to the Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by the Purchaser that
is free from all restrictive and other legends and (y) if after the Legend Removal Date the Purchaser purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of all or any portion of the number of shares
of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that
the Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of the Purchaser’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)
over the product of (A) such number of Conversion Shares, as applicable, that the Company was required to deliver to the Purchaser by
the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing
on the date of the delivery by the Purchaser to the Company of the applicable Conversion Shares and ending on the date of such delivery
and payment under this clause (ii).
4.2 Furnishing
of Information. Until such time that no Purchaser owns Securities, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.
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4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
4.4 Securities
Laws Disclosure; Publicity. The Company shall by 9:00am on the 1st Trading Day after the date of this Agreement, issue
a press release disclosing the material terms of the transactions contemplated hereby, which press release shall have been approved by
the Purchaser prior to its release (which approval shall not unreasonably be withheld or delayed). From and after the issuance of such
press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered
to the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company
acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between
the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand,
and the Purchaser or any of its Affiliates on the other hand, shall terminate. The Company and the Purchaser shall consult with each other
in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall
issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any
press release of the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not, without the prior written consent of the Purchaser, (a) use the name of the Purchaser or any other derivative thereof
(each, a “Trade Name”) in any press releases or other public disclosures (including in any filing with the Commission
or any regulatory agency or Trading Market), offering documents, sales materials, brochures or similar publicity or promotional materials,
or for promotional purposes, whether orally or in writing, except (x) as required by federal securities law and the rules and regulations
promulgated thereunder in connection with the filing of final Transaction Documents, any disclosure required pursuant to any reports required
to be filed by the Company pursuant to the Exchange Act after the date hereof.
4.5 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company,
any other Person, that the Purchaser is an “Acquiring Person” under any
control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of
any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents.
4.6 Non-Public
Information. Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants
and agrees that neither it, nor any other Person acting on its behalf will provide the Purchaser or its agents or counsel with any information
that constitutes, or the Company reasonably believes constitutes, material non-public information,
unless prior thereto the Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information
confidential. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company. To the extent that the Company delivers any material, non-public information
to the Purchaser without the Purchaser’s consent, the Company hereby covenants and agrees that the Purchaser shall not have any
duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or
Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
not to trade on the basis of, such material, non-public information, provided that the Purchaser
shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or if not subject to the reporting
requirements under the Commission, file a press release. The Company understands and confirms that
the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
4.7 Use
of Proceeds. Subject to the terms and conditions set forth on Schedule 4.7 attached
hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use
such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary
course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for
the settlement of any outstanding litigation or (d) in violation of FCPA, OFAC regulations or Money Laundering, Anti-Corruption and
Anti-Bribery Laws. Notwithstanding anything to the contrary in the Transaction Documents or otherwise, neither the Company nor its Subsidiaries
may use any portion of the Purchase Price or any other proceeds from the Purchaser or any of its Affiliates to pay any liquidated
damages, penalties, fees or other amounts due and payable to the Purchaser or its Affiliates under the Transaction Documents or otherwise
without the express advance written consent of the Purchasers.
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4.8 Indemnification
of Purchaser. Subject to the provisions of this Section 4.8, the
Company will indemnify and hold each Purchaser and its respective directors, officers, shareholders, members, partners, employees and
agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title
or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling
persons (each, a “Purchaser Party”) harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses, as incurred, arising out of or relating to (i) any
untrue or alleged untrue statement of a material fact contained in any registration statement filed by the Company, any prospectus or
any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case
of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished
in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If
any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser
Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of
its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser
Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the
Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action there is,
in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of
such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate
counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but
only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9 Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue
to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock equal to the Required
Minimum (as defined in the Note) for the purpose of enabling the Company to issue the Conversion Shares and any other shares that may
be issuable pursuant to the Note. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common
Stock is less than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the
Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at
least the Required Minimum at such time, as soon as possible and in any event not later than the 75th day after such date
4.10 Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing
or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company
shall apply to list or quote all of the Underlying Shares on such Trading Market and promptly secure the listing of all of the Underlying
Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading
Market, it will then include in such application all of the Underlying Shares, and will take such other action as is necessary to cause
all of the Underlying Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all
action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to
maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing
corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing
corporation in connection with such electronic transfer..
4.11 Certain
Transactions and Confidentiality. The Purchaser covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4,
such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure
Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced,
(ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with
applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the initial press release as described in Section 4.4, (iii) the Purchaser has not been asked by the Company to agree,
nor has the Purchaser agreed, to desist from purchasing or selling Securities which have
been issued under the terms of this Agreement, the Note or any other Transaction Document, or “derivative” securities based
on securities issued by the Company or to hold the Securities for any specified term, (iv) the Purchaser shall not be deemed to
have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction, (v) the
Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, and
(vi) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or
its Subsidiaries after the issuance of the initial press release. Except as contemplated above, Company acknowledges that
such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
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4.12 Conversion
Procedures. The form of Notice of Conversion in the Note sets forth the totality of the procedures
required of the Purchaser in order to convert the Note. No additional legal opinion, other information or instructions shall be required
of the Purchaser to exercise the Note. Without limiting the preceding sentences, no ink-original Notice
of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion
form be required in order to covert the Note. The Company shall honor conversions of the Note and shall deliver the Underlying Shares
in accordance with the terms, conditions and time periods set forth in the Transaction Documents.
4.13 Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities
with the Commission as required under Regulation D, and with the applicable securities regulators in the states in which the Securities
were sold, and to provide copies thereof, promptly upon request of the Purchaser. The Company shall take such further action as the Company
shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at
the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence
of such actions promptly upon request of the Purchaser.
4.14 Maintenance
of Property. So long as the Note remains outstanding, the Company shall use its commercially reasonable efforts to keep all of its
property, which is necessary or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted.
4.15 Preservation
of Corporate Existence. So long as the Note remains outstanding, the Company shall preserve and maintain its corporate existence,
rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation
in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or
remain qualified would reasonably be expected to have a Material Adverse Effect.
4.16 DTC
Program. At all times that the Securities are outstanding, the Company will employ as the transfer agent for the Common Stock a participant
in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.
4.17 Subsequent
Equity Sales. From the date hereof until six (6) months after the Closing Date, the Company shall be prohibited from effecting or
entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
which is not Permitted Indebtedness and in which the Company (i) issues or sells any debt or equity securities that are convertible into,
exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise
price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common
Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that
is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into,
or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue
securities at a future determined price; provided, however, that the Company’s entry into an equity line of credit on terms reasonably
acceptable to the Placement Agent and/or issuance of shares of Common Stock in an “at-the-market” offering shall not be deemed
a Variable Rate Transaction. The Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,
which remedy shall be in addition to any right to collect damages.
4.18 Transfer
Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent in a form acceptable to the Purchaser (the
“Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares via DWAC or otherwise to the applicable
balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Purchaser or its respective
nominee(s), for the Underlying Shares in such amounts as specified from time to time by the Purchaser to the Company upon conversion of
the Note. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in
this Section will be given by the Company to its Transfer Agent with respect to the Securities, and that the Securities shall otherwise
be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other
Transaction Documents. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant
to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee
or transferee (as the case may be) without any restrictive legend in accordance with Section 4.1. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to Purchaser. Accordingly, the Company acknowledges that the remedy at
law for a breach of its obligations under this Section will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section, that Purchaser shall be entitled, in addition to all other available remedies, to an order
and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the
Irrevocable Transfer Agent Instructions to the Company’s transfer agent from and after the Applicable Date. Any fees (with respect
to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends
on any of the Securities shall be borne by the Company. “Applicable Date” means the first date on which all of the
Underlying Shares are eligible to be resold by the Purchaser pursuant to Rule 144 or an effective registration statement is in effect.
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4.19 Public
Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time
that all of the Securities, may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s other available
remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages
and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two
percent (2.0%) of the aggregate Purchase Price of the Purchaser’s Securities on the
day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days)
thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is
no longer required for the Purchaser to transfer the Underlying Shares pursuant to Rule 144. The payments to which the
Purchaser shall be entitled pursuant to this Section 4.19 are referred to herein as “Public Information Failure Payments.”
Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information
Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing
herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and the
Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief.
4.20 Litigation.
For as long as the Note is outstanding, the Company shall promptly, to the extent not prohibited by law, give the Purchaser notice in
writing of any Action before or by any court, arbitrator, governmental or administrative agency
or regulatory authority (federal, state, county, local or foreign) affecting the Company, any Subsidiary, any director and/or officer
including but not limited to, any Action involving a claim of violation of or liability under federal
or state securities laws, a claim of breach of fiduciary duty or any investigation by a governmental or administrative agency or regulatory
authority (federal, state county, local or foreign). Any such information provided to the
Purchaser shall comply with the requirements of Section 4.6 above.
4.21 Access
to Records. The Company shall provide the Purchaser and/or any of its duly authorized
representatives, attorneys or accountants access to any and all bank records at the premises of the Company where such records are kept,
such access being afforded without charge, but only during normal business hours. Any such information provided to the
Purchaser shall comply with the requirements of Section 4.6 above.
4.22 Principal
Market Regulation. The Company shall not permit the Note to have any conversion or voting rights or sell any shares of Common Stock
or Common Stock Equivalents pursuant to this Agreement and the other Transaction Documents to the extent that after giving effect thereto,
the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and such Transaction Documents would exceed
the Exchange Cap, unless and until the Company obtains Stockholder Approval of the transactions contemplated by this Agreement and such
Transaction Documents and the stockholders of the Company as well as, subsequently, the Principal Market have in fact approved the transactions
contemplated by this Agreement and such Transaction Documents in accordance with the applicable rules and regulations of the applicable
Principal Market, and the Certificate of Incorporation and Bylaws of the Company.
If Stockholder
Approval has not been obtained on or prior to the Approval Deadline (a “Stockholder Approval Failure”), then commencing
on the day immediately following the Approval Deadline and continuing until the earlier of (x) the date Stockholder Approval is obtained
and (y) the date this Note is paid in full (the “Damage Period”), the Company shall pay to the Holder, as liquidated
damages and not as a penalty, an amount equal to two percent (2.0%) of the outstanding principal amount of the Note as of the Approval
Deadline per each 30-day period (pro-rated for any partial period) during the Damage Period (the “Liquidated Damages Amount”).
The Liquidated Damages Amount shall be payable in cash on the last day of each such 30-day period during the Damage Period, and
any unpaid Liquidated Damages Amount shall accrue interest at the rate applicable to overdue amounts under this Note from the due date
until paid in full.
4.23 Participation
in Future Financing.
(a) From
the date hereof until the 6-month anniversary of the date of this Agreement, upon any issuance by the Company or any of its Subsidiaries
of Common Stock or Common Stock Equivalents for cash consideration or a combination of units thereof (a “Subsequent Financing”),
each Purchaser shall have the right to participate in a percentage of 100% of the Subsequent Financing (the “Participation Maximum”)
on the same terms, conditions and price provided for in the Subsequent Financing; provided however, this Section 4.23 shall not apply
to any “at-the-market” facility or equity line of credit facility that is effected by the Company or the issuance of shares
of Common Stock or options to employees, officers or directors of the Company in consideration of services to the Company pursuant to
any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors or a majority of the members
of a committee of directors established for such purpose.
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(b) Between
the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day
of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing
is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York
City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior
to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Purchaser a written notice
of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall
describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder
and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and
transaction documents relating thereto as an attachment.
(c) Any
Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time)
on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination
Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation,
and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth
in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser
shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If,
by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to
cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may
effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If,
by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more
than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as
defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the aggregate Purchase
Price of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.23 and (y) the sum of the aggregate
Purchase Price of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.23.
(f) The
Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation
set forth above in this Section 4.23, if the definitive agreement related to the initial Subsequent Financing Notice is not entered into
for any reason on the terms set forth in such Subsequent Financing Notice within two (2) Trading Days after the date of delivery of the
initial Subsequent Financing Notice.
(g) The
Company and each Purchaser agree that, if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related
to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude one
or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser
shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment
to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written
consent of such Purchaser. In addition, the Company and each Purchaser agree that, in connection with a Subsequent Financing, the transaction
documents related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated press release
by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the
date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions
contemplated by the transaction documents in such Subsequent Financing.
(h) Notwithstanding
anything to the contrary in this Section 4.23 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing
to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention
to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession
of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading Day following date of delivery of
the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding a
transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been
received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession
of any material, non-public information with respect to the Company or any of its Subsidiaries.
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(i) Notwithstanding
anything to the contrary pursuant to a Purchaser’s (and its Affiliates) rights to its Participation Maximum pursuant to this Section
4.23, if the number of shares of Common Stock issuable to a Purchaser (and its Affiliates) pursuant to any proposed Subsequent Financing,
when aggregated with all other shares of Common Stock beneficially owned by such Purchaser (and its Affiliates) at such time of such Subsequent
Financing, would result in such Purchaser (and its Affiliates) beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act) in excess of 4.99% (or 9.99% at the election of the Purchaser) of the then issued and outstanding Common Stock outstanding
at the closing of the Subsequent Financing (the “Beneficial Ownership Maximum”), then in lieu of receiving shares of Common
Stock in a Subsequent Financing that would result in such Purchaser (and its Affiliates) exceeding the Beneficial Ownership Maximum, such
Purchaser (and its Affiliates) shall receive Common Stock Equivalents (such as pre-funded Common Stock purchase warrants) with a beneficial
ownership blocker in order for such Purchaser (and its Affiliates) to maintain a beneficial ownership at or below the Beneficial Ownership
Maximum.
ARTICLE 5
MISCELLANEOUS
5.1 Fees
and Expenses. Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall pay the reasonable,
documented fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer
Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company
and any exercise notice delivered by the Purchaser), stamp taxes and other taxes and duties
levied in connection with the delivery of any Securities to the Purchaser. Notwithstanding the foregoing, the Company agrees to pay all
direct and indirect costs and expenses of the Purchaser related to the negotiation, due diligence, preparation, closing, and all other
items regarding or related to this Agreement and the other Transaction Documents and all of the transactions contemplated herein and/or
therein, including, but not limited to, the legal fees and expenses of the Purchaser’s legal counsel (collectively, the “Purchaser’s
Expenses”), all of which will be deducted and paid on Closing Date.
5.2 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.3 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile
or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m.
(New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto on a day
that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2nd) Business
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages
attached hereto.
5.4 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such
waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of
any such right. Any amendment effected in accordance with accordance with this Section 5.4 shall be binding upon the Purchaser and holder
of Securities and the Company.
5.5 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser then
holding the outstanding Note (other than by merger). Purchaser may assign any or all of its rights under this Agreement to any Person
to whom Purchaser assigns or transfers any Securities in compliance with the Transaction Documents, provided that such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser,”
and provided further that (i) such transferee is an “accredited investor” within the meaning of Rule 501 under the Securities
Act and (ii) such transferee is not a direct competitor of the Company or any Subsidiary.
5.6 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
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5.7 Governing
Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be exclusively governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any
of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue
for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents,
then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
5.8 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities at Closing.
5.9 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.
5.10 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired, or invalidated, as long as the essential terms and conditions of the Note for each
party remain valid, binding, and enforceable. The parties shall use their commercially reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
5.11 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting
any similar provisions of) any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option
under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice,
demand or election in whole or in part without prejudice to its future actions and rights; provided,
however, that, in the case of a rescission of a conversion of the Note, the Purchaser
shall be required to return any shares of Common Stock subject to any such rescinded conversion or exercise notice concurrently with the
return to the Purchaser of the aggregate exercise price paid to the Company for such shares.
5.12 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in
the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.13 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would
be adequate.
5.14 Payment
Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant
to any Transaction Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
-23-
5.15 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any Action or Proceeding that may be brought by the Purchaser in order to enforce any right or remedy under
any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed
and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not
exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with
any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased
or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application
is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to
the Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by the Purchaser to the
unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s
election.
5.16 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts
owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.
5.17 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.18 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto.
5.19 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY
AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES
FOREVER TRIAL BY JURY.
5.20 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For
reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through
SMRH. SMRH does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers
with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so
by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and
among the Purchasers.
(Signature
Pages Follow)
-24-
IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
HEALTHCARE TRIANGLE, INC.
Address for Notice:
By:
/s/ David Ayanoglou
Email:
Name:
David Ayanoglou
Title:
Chief Financial Officer
With a copy to (which shall not constitute notice):
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
-25-
PURCHASER
SIGNATURE PAGES TO TNON SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser: ______________________________________________________
Signature of Authorized Signatory of Purchaser: __________________________________
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory:
Facsimile Number of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
FEIN Number: ______________
-26-
EXHIBIT A
Form of Note
-27-
Schedule 1
Purchase Price; Securities Purchased
Name of Purchaser
Closing Purchase Price
Aggregate Principal
Amount of Notes
being Purchased
TOTAL
-28-
EX-10.2 — EQUITY PURCHASE AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND HUDSON GLOBAL VENTURES, LLC
EX-10.2
Filename: ea029478001ex10-2.htm · Sequence: 5
Exhibit 10.2
EQUITY PURCHASE AGREEMENT
This equity
purchase agreement is entered into as of June 12, 2026 (this “Agreement”), by and between Healthcare Triangle, Inc.,
a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”,
and collectively with the Company, the “Parties”).
WHEREAS, the Parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time
to time as provided herein, and the Investor shall purchase up to Fifty Million Dollars ($50,000,000.00) of the Company’s Common
Stock (as defined below);
NOW, THEREFORE,
the Parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1
DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings
to be equally applicable to both the singular and plural forms of the terms defined):
“Agreement”
shall have the meaning specified in the preamble hereof.
“Average Daily
Trading Value” shall mean the average trading volume of the Company’s Common Stock on the Principal Market during the
three (3) Trading Days immediately preceding the respective Put Date multiplied by the lowest closing price of the Company’s Common
Stock on the Principal Market during the three (3) Trading Days immediately preceding the respective Put Date.
“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
“Claim Notice”
shall have the meaning specified in Section 9.3(a).
“Clearing Costs”
shall mean all fees incurred by the Investor with respect to the Put Shares, including but not limited to fees charged by or paid to any
brokerage firm (including commissions), any clearing firm, and Transfer Agent fees, as well as attorney fees of $1,500 per Put.
“Clearing Date”
shall be the date on which the Investor receives the Put Shares in its brokerage account.
“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.
“Closing Certificate”
shall mean the closing certificate of the Company in the form of Exhibit B hereto.
“Closing Date”
shall mean the date of any Closing hereunder.
“Commitment Period”
shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor shall have purchased
Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) thirty-six (36) months after the date of this Agreement,
(iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of the
Put Shares), or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or
any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its
property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles
III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination
of this Agreement.
“Common Stock”
shall mean the Company’s common stock, $0.00001 par value per share, and any shares of any other class of common stock whether now or
hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation
of the Company).
“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any
time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company”
shall have the meaning specified in the preamble to this Agreement.
“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements
and costs and expenses of expert witnesses and investigation).
“Dispute Period”
shall have the meaning specified in Section 9.3(a).
“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
“DTC/FAST Program”
shall mean the DTC’s Fast Automated Securities Transfer Program.
“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.
“DWAC Eligible”
shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Put Shares are otherwise eligible
for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Put Shares, as applicable,
via DWAC.
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“DWAC Shares”
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on
resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution Date”
shall mean the date of this Agreement.
“Exercise Shares”
shall mean the shares of Common Stock underlying the Warrants.
“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.
“Investment Amount”
shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price, minus the Clearing Costs.
“Indemnified Party”
shall have the meaning specified in Section 9.2.
“Indemnifying
Party” shall have the meaning specified in Section 9.2.
“Indemnity Notice”
shall have the meaning specified in Section 9.3(e).
“Initial Purchase
Price” shall mean 94% of the average of the three (3) lowest traded prices of the Company’s Common Stock on the Principal
Market during the five (5) Trading Days immediately preceding the respective Put Date.
“Investor”
shall have the meaning specified in the preamble to this Agreement.
“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Market Price”
shall mean 94% of the lowest traded price of the Company’s Common Stock on the Principal Market on any Trading Day during the Valuation
Period, as reported by Quotestream or other reputable source designated by the Investor, subject to adjustment as provided in this Agreement.
“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the Subsidiaries
that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.
“Maximum Commitment
Amount” shall mean Fifty Million Dollars ($50,000,000.00).
3
“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
“Principal Market”
shall mean any of the national exchanges (i.e. NYSE, NYSE American, and Nasdaq) which is at the time the principal trading platform for
the Common Stock (excluding all OTC marketplaces).
“Purchase Price”
shall mean the lesser of the (i) Initial Purchase Price or (ii) Market Price on such date on which the Purchase Price is calculated in
accordance with the terms and conditions of this Agreement.
“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.
“Put Date”
shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).
“Put Notice”
shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares which the
Company intends to require Investor to purchase pursuant to the terms of this Agreement.
“Put Shares”
shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance
with the terms and conditions of this Agreement.
“Registration
Rights Agreement” shall mean that certain registration rights agreement entered into by the Company with the Investor on the
date hereof in connection with this Agreement.
“Registration
Statement” shall have the meaning specified in Section 6.4.
“Regulation D”
shall mean Regulation D promulgated under the Securities Act.
“Required Minimum”
shall mean, as of any date, the maximum aggregate number of shares of Common Stock potentially issuable
at such time pursuant to the Transaction Documents, which shall be calculated on each such date as follows: the then remaining Maximum
Commitment Amount divided by the Initial Purchase Price on each such date, ignoring any beneficial ownership limitations set forth herein.
“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
“SEC”
shall mean the United States Securities and Exchange Commission.
“SEC Documents”
shall have the meaning specified in Section 4.5.
“Securities”
means, collectively, the Put Shares, Warrants, and Exercise Shares.
4
“Securities Act”
shall mean the Securities Act of 1933, as amended.
“Shareholder
Approval” shall mean the approval of a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder
approval requirements for such action as provided in Nasdaq Rule 5635(d), to effectuate the transactions contemplated by this Agreement,
including but not limited to the issuance of Common Stock under this Agreement, including but not limited to the Put Shares and Exercise
Shares, in excess of [___] shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock dividend,
stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases
the Common Stock.
“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.
“Third Party Claim”
shall have the meaning specified in Section 9.3(a).
“Trading Day”
shall mean a day on which the Principal Market shall be open for business.
“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement, Warrants, and all exhibits hereto and thereto.
“Transfer Agent”
shall mean VStock Transfer LLC, the current transfer agent of the Company, with a mailing address
of 18 Lafayette Place, Woodmere, NY 11598, and any successor transfer agent of the Company.
“Valuation Period”
shall mean the period beginning on the Put Date and continuing through the date that is three (3) Trading Days immediately following the
Clearing Date associated with the applicable Put Notice.
“Warrants”
shall mean that certain pre-funded common stock purchase warrant for the purchase of 50,000 shares of the Common Stock (subject to adjustment
as provided therein) which shall be issued to Investor on the date of this Agreement.
ARTICLE II
PURCHASE AND SALE OF COMMON STOCK
Section 2.1 PUTS.
Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall
have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time, to
purchase Put Shares (i) in a minimum amount not less than $25,000.00 (calculated using the Initial Purchase Price) and (ii) in a maximum
amount up to the lesser of (a) $2,500,000.00 (calculated using the Initial Purchase Price) and (b) 200% of the Average Daily Trading Value.
Section
2.2 MECHANICS.
(a) PUT
NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may
deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein.
The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall also be
used for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice
in accordance with Section 2.1 of this Agreement. At the end of the Valuation Period, the Purchase Price for the respective Put
Shares and Investment Amount shall be established as further provided in this Agreement. The Company shall deliver, or cause to be
delivered, the Put Shares as DWAC Shares to the Investor on or before 4:30 p.m. Eastern time, on the Put Date. In addition to any
other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor
the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by
its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor
anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the
Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total
purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1)
the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times
(2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price
giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall
provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the
Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof.
5
(b) DATE OF DELIVERY
OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor if such
notice is received on or prior to 2:30 p.m. Eastern time, or (ii) the immediately succeeding Trading Day if it is received by email
after 2:30 p.m. Eastern time on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver a
Put Notice to the Investor during the period beginning on the Put Date of the immediately prior Put Notice and continuing through
the date that is three (3) Trading Days following the Clearing Date associated with the immediately prior Put Notice (the
“Cooldown Period”), provided, however, that the respective Cooldown Period shall not apply to the immediately prior Put
Notice if (i) the Put Shares for the immediately prior Put Notice have been delivered to the Investor pursuant to the terms of this
Agreement and (ii) the trading volume of the Common Stock on any Trading Day during the respective Cooldown Period exceeds 300% of
the total Put Shares of the immediately prior Put Notice (the “Cooldown Waiver Trigger”). Notwithstanding anything
herein to the contrary, all trading volume of the Common Stock on the respective Put Date that occurs prior to the specific time
that the Put Notice is delivered to Investor shall not count towards the Cooldown Waiver Trigger.
Section 2.3 CLOSINGS.
At the end of the Valuation Period, the Purchase Price and Investment Amount for the respective Put Shares shall be established as provided
in this Agreement. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount,
then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with
such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares.
The Closing of a Put shall occur within two (2) Trading Days following the end of the respective Valuation Period, whereby the Investor
shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.
Section 2.4 PRINCIPAL
MARKET REGULATION. The Company shall not effect any issuances or sales of the Put Shares under this Agreement in excess of the Exchange
Cap and the Investor shall not have the obligation to purchase Put Shares under this Agreement in excess of the Exchange Cap until the
Shareholder Approval has been obtained by the Company and is in effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF INVESTOR
The Investor
represents and warrants to the Company that:
Section 3.1 INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding)
at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state securities laws;
provided, however, that the Investor reserves the right to dispose of the Securities at any time in accordance with federal
and state securities laws applicable to such disposition.
Section 3.2 NO
LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel
and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
Section 3.3 ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience
in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor
acknowledges that an investment in the Securities is speculative and involves a high degree of risk.
Section 3.4 AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other
Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all
necessary action and no further consent or authorization of the Investor is required. Each Transaction Document to which it is a party
has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid
and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.
6
Section 3.5 NOT
AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the Securities
Act) of the Company.
Section 3.6 ORGANIZATION
AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to
enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
Section 3.7 ABSENCE
OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or
agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or
constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval
of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation
to which the Investor is subject or to which any of its assets, operations or management may be subject.
Section 3.8 DISCLOSURE;
ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has
had access to all publicly available information with respect to the Company.
Section 3.9 MANNER
OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents
and warrants to the Investor that:
Section 4.1 ORGANIZATION
OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation
nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.
7
Section 4.2 AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other
Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction
Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of
general application.
Section 4.3 CAPITALIZATION.
Except as set forth in the SEC Documents or Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans,
the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the
conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the
Exchange Act. Except as set forth on Schedule 4.3, no Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents
or Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of
Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common
Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to
adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements
or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company’s stockholders.
Section 4.4 LISTING
AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.
Except as set forth in the SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received notice from
the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
8
Section 4.5 SEC
DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year
preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the
“SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such
SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations
applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and
substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other
applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial
statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may
be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.
Section 4.6 VALID
ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents.
9
Section 4.7 NO
CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, do
not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation,
by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice
or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or
any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or
asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise
in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation
of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate
do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other than any SEC,
FINRA or state securities filings that may be required to be made by the Company subsequent to any Closing or any registration statement
that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and
relying upon the accuracy of the relevant representations and agreements of Investor herein.
Section 4.8 NO
MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed
in subsequent SEC Documents.
Section 4.9 LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or Schedule 4.9, there are no actions, suits, investigations, inquiries
or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,
which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge
of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary
or any current or former director or officer of the Company or any Subsidiary.
Section 4.10 REGISTRATION
RIGHTS. Except as set forth in the SEC Documents or Schedule 4.10 and as granted to Investor, no Person (other than the Investor)
has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
10
Section 4.11 No
Solicitation; NO BROKERS. The Company has taken no action which would give rise to any claim by any person for
brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The
Company represents and warrants that neither the Investor nor its employee(s), member(s), beneficial owner(s), or partner(s)
solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement. The Company
represents and warrants that the Investor is not required to be registered as a broker-dealer under the Securities Exchange Act of
1934 in order to (i) enter into or consummate the transactions encompassed by the Transaction Documents, (ii) fulfill the
Investor’s obligations under the Transaction Documents, or (iii) exercise any of the Investor’s rights under the
Transaction Documents (including but not limited to the sale of the Securities).
ARTICLE V
COVENANTS OF INVESTOR
Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s
trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws
and regulations and the rules and regulations of FINRA and the Principal Market.
Section
5.2 SHORT SALES AND HEDGING RESTRICTIONS. Neither the Investor,
nor any affiliate of the Investor acting on its behalf or in coordination with the Investor, nor any Person acting on behalf of or pursuant
to any understanding with the Investor, shall directly or indirectly engage in any Short Sales of the Common Stock or any hedging transaction
(including, without limitation, any short sale, put or call option, forward sale contract, swap or similar transaction) that establishes
a net short position with respect to the Common Stock, during the period from the date hereof to the end of the Commitment Period. For
purposes hereof, “short sales” shall include, without limitation, all “short sales” as defined in Rule 200 of
Regulation SHO of the Exchange Act and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business
as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a
total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Notwithstanding the
foregoing, and in accordance with Regulation SHO, the bona fide sale after delivery of a Put Notice of such number of shares of Common
Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale.
Section 5.3
INVESTOR ACKNOWLEDGEMENT REGARDING PUT NOTICES. The Investor acknowledges and agrees that (a) the Company shall have sole and absolute
discretion as to whether and when to deliver any Put Notice, (b) nothing in this Agreement or any other Transaction Document shall be
construed to require, obligate, or otherwise compel the Company to deliver any Put Notice or to sell any Put Shares at any time, (c) the
Investor shall have no right to require, demand, or otherwise compel the Company to deliver any Put Notice or sell any Put Shares, and
(d) the Company’s decision not to deliver a Put Notice or to sell Put Shares at any time, for any reason or for no reason, shall
not constitute a default under, or breach of, this Agreement or any other Transaction Document. The Investor hereby irrevocably waives
any right or claim to compel the Company to deliver a Put Notice or to sell Put Shares under this Agreement, unless such Put Shares are
to be issued pursuant to a Put Notice delivered by the Company to the Investor.
11
ARTICLE VI
COVENANTS OF THE COMPANY
Section 6.1 RESERVATION
OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to the Required Minimum
in accordance with the terms of this Agreement.
Section 6.2 LISTING
OF COMMON STOCK. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor hereunder on
the Principal Market (subject to official notice of issuance) and shall maintain the listing of all such Securities from time to time
issuable hereunder. The Company shall maintain the listing and trading of the Common Stock on the Principal Market (including, without
limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of FINRA and the Principal Market.
Section 6.3 OTHER
TRANSACTIONS. During the period beginning on the date of this Agreement and continuing until the later of (i) 24 months from the date
of this Agreement or (ii) the date that this Agreement is no longer in effect, the Company covenants and agrees that it will not, without
the prior written consent of the Investor, enter into any other Equity Line of Credit (as defined below). During the period beginning
on the date of this Agreement and continuing until the later of (i) 12 months from the date of this Agreement or (ii) the date that this
Agreement is no longer in effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor,
enter into any Variable Rate Transaction (as defined below) with any other party. “Equity Line of Credit” shall mean any transaction
involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put”
its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula. “Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into,
exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares
of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or
(ii) issues securities at a future determined price, provided, however, that an Equity Line of Credit shall not be deemed to be a Variable
Rate Transaction.
Section 6.4 FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K or 6-K (if applicable),
including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”).
The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least one
(1) Trading Day prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor
shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading
Day from the date the Investor receives it from the Company. The Company shall also comply with the Registration Rights Agreement with
respect to the filing and effectiveness deadlines of a new registration statement (the “Registration Statement”) in
accordance with the terms of such Registration Rights Agreement.
12
Section 6.5 NO
BROKER-DEALER ACKNOWLEDGEMENT. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the Company shall
not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Investor is currently,
or ever has been, a broker-dealer under the Securities Exchange Act of 1934.
ARTICLE VII
CONDITIONS TO DELIVERY OF
PUT NOTICES AND CONDITIONS TO CLOSING
Section 7.1 CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is
subject to the satisfaction of each of the following conditions:
(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for
the resale by the Investor of the Put Shares and Exercise Shares at prevailing market prices (and not fixed prices) and (i) neither the
Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration
Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or
permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of,
such Registration Statement or related prospectus shall exist.
(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties
specifically made as of a particular date).
(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, including but not limited
to the delivery of the Put Shares as provided in Section 2.2(a) of this Agreement.
(d) NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely
to have a Material Adverse Effect has occurred.
13
(f) NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing on and
shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason, of the trading
of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the Company any remaining
amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.
(g) BENEFICIAL
OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of such shares
that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by
the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in
accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in
the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the
regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such
Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether
the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial
Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
issuable pursuant to a Put Notice.
(h)
PENNY STOCK. The Common Stock shall not be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (17 CFR §
240.3a51-1). In the event that the Common Stock becomes a “penny stock” prior to the closing of a respective Put, the Investor
shall have the right to return to the Company up to all of the Put Shares associated with such Put, and the Purchase Price with respect
to such Put shall be reduced accordingly.
(i) NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered).
(j) NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market, including but not limited to as contemplated by Section 2.4 of this Agreement.
(k)
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.
14
(l) DWAC ELIGIBLE.
The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”
(m) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by
the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable
time periods prescribed for such filings under the Exchange Act.
(n) RESERVE. The
Company shall have reserved the Required Minimum for the Investor’s benefit under this Agreement, the Company shall have
satisfied the reserve requirements with respect to all other contracts between the Company and Investor.
(o) MINIMUM
PRICING. The lowest traded price of the Common Stock in the ten (10) Trading Days immediately preceding the respective Put Date must
exceed $0.01 per share.
(p) BANKRUPTCY.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any
bankruptcy law or any law for the relief of debtors shall not be instituted by or against the Company or any subsidiary of the Company
(the “Bankruptcy Proceedings”), and the Company shall have no knowledge of any event more likely than not to have the effect
of causing Bankruptcy Proceedings to arise. In the event of Bankruptcy Proceedings as contemplated by this Section 7.2(p), the Investor
shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with
respect to such Put shall be reduced accordingly.
ARTICLE VIII
LEGENDS
Section 8.1 NO
RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.
Section 8.2 INVESTOR’S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all
applicable securities laws upon the sale of the Common Stock.
ARTICLE IX
NOTICES; INDEMNIFICATION
Section 9.1 NOTICES.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand
delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a
business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (ii) on the second
business day following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in
each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
15
The addresses
for such communications shall be:
If to the
Company:
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 210
Pleasanton, CA 94588
Email: david.a@healthcaretriangle.com
Attention: David Ayanoglou
If to the Investor:
Hudson Global Ventures, LLC
____________________________
____________________________
Email: info@hudsonventuresllc.com
Either party hereto may from time
to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’ prior written notice of such
changed address to the other party hereto.
Section 9.2 INDEMNIFICATION.
Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers,
directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint
or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating
to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the
Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements
therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages
are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement
contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this
Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party
to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged
omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party
by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto,
or any preliminary prospectus or final prospectus (as amended or supplemented).
16
Section 9.3 METHOD
OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted and
resolved as follows:
(a) In the event any
claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be
collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third Party
Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with
reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to
indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend
has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as
practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice
or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its
liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at
its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.
(i) If the Indemnifying
Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party
with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend,
with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third
Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the
Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that
provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section
9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement
thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at
any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any
motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or
appropriate to protect its interests; and provided, further, that if requested by the Indemnifying Party, the
Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying
Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in,
but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause
(i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to
such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement of a
Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party
Claim.
17
(ii) If the
Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and
diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute
Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third
Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner
and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which
consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including
any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at
the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in
contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause
(ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes
its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such
dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not
be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying
Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party
in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The
Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to
this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.
(iii) If the
Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with
respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of
the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on
demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however,
that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to
institute such legal action as it deems appropriate.
18
(b) In the event any
Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third Party Claim,
the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature of and
basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good
faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by
any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified
Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the
Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described
in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the
Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on
demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided,
however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be
entitled to institute such legal action as it deems appropriate.
(c) The Indemnifying
Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
(d) The indemnity
provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the
Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.
ARTICLE X
MISCELLANEOUS
Section 10.1 ARBITRATION
OF CLAIMS; GOVERNING LAW; JURISDICTION. The Company and Investor shall submit all Claims (as defined in Exhibit C of this
Agreement) (the “Claims”) arising under this Agreement or any other agreement between the Company and Investor or their
respective affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the
Company and Investor or their respective affiliates to binding arbitration pursuant to the arbitration provisions set forth in
Exhibit C of the Agreement (the “Arbitration Provisions”). The Company and Investor hereby acknowledge and agree that
the Arbitration Provisions are unconditionally binding on the Company and Investor hereto and are severable from all other
provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the
Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees
to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the
foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants
of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and all
questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal
laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
Nevada. The Company and Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under
this Agreement or any other agreement between the Company and Investor or their respective affiliates (including but not limited to
the Transaction Documents) or any Claim relating to the relationship of the Company and Investor or their respective affiliates
shall be in the State of Nevada. Without modifying the Company’s and Investor’s mandatory obligations to resolve
disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction
Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services
agreement or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes,
without limitation any action between or involving Company and the Company’s transfer agent related to Investor in any way
(specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or
otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Investor for any reason)), each party
hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in
the State of Nevada, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not
bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary
restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Investor for any
reason) outside of any state or federal court sitting in the State of Nevada, and (iv) waives any claim of improper venue and any
claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such
proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding
anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of
either party to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of such
party, including through a legal action in any court of competent jurisdiction. Each party hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim
that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to
based upon forum non conveniens). EACH OF THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate,
instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute
brought in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby
shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.
19
Section 10.2 PAYMENT
SET ASIDE. Further, to the extent that the (i) Company makes a payment or payments to the Investor pursuant to this Agreement or any
other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Investor enforces or exercises its rights
pursuant to this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby (including but not
limited to the sale of the Securities), and such payment or payments or the proceeds of such enforcement or exercise or any part thereof
(including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or
preferential, set aside, recovered from, or disgorged by the Investor, or (ii) are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any
bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Investor a
dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, or disgorged by the Investor, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign,
state or federal law, common law or equitable cause of action).
Section 10.3 ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person
without the prior written consent of the other party.
Section 10.4 NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section 9.3.
Section 10.5 TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation Period or at any
time that the Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate at the end of the
Commitment Period. Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Articles III, IV, VI, IX of
this Agreement and the agreements and covenants of the Company and the Investor set forth in Article X of this Agreement shall
survive the termination of this Agreement and (ii) the Investor shall retain all rights to the Warrants and Exercise Shares
thereunder even if this Agreement is terminated.
Section 10.6 ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company
and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.
Section 10.7 FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay $15,000.00 to legal counsel
of the Investor on the date of this Agreement for Investor’s expenses relating to the preparation of this Agreement. The Company
shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter
delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.
On the date of this Agreement, the Company shall issue the Warrants to Investor for its commitment to enter into this Agreement. The Warrants
shall be earned in full upon the date of this Agreement, and the issuance of the Warrants is not contingent upon any other event or condition,
including but not limited to the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the
Investor.
20
Section 10.8 COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the Parties and shall be
deemed to be an original instrument which shall be enforceable against the Parties actually executing such counterparts and all of
which together shall constitute one and the same instrument. This Agreement may be delivered to the other Parties hereto by email of
a copy of this Agreement bearing the signature of the Parties so delivering this Agreement.
Section 10.9 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Section 10.10 FURTHER
ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
Section 10.11 NO
STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their
mutual intent, and no rules of strict construction will be applied against any party.
Section 10.12 EQUITABLE
RELIEF. Each party recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations
under this Agreement, any remedy at law may prove to be inadequate relief to the other party. Each party therefore agrees that the
other party shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.
Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are
not to be considered in construing or interpreting this Agreement.
Section 10.14 AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that is one (1) Trading
Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding
sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto and
(ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of
such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.
Section 10.15 PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public
statement, other than as required by law, without the prior written consent of the other Parties, which consent shall not be
unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the
foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor,
except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may
be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or
the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be
determined solely by the Company, in consultation with its counsel.
[Signature Page Follows]
21
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.
THE
COMPANY:
HEALTHCARE
TRIANGLE, INC.
By:
/s/
David Ayanoglou
Name:
David
Ayanoglou
Title:
Chief
Financial Officer
INVESTOR:
HUDSON
GLOBAL VENTURES, LLC
By:
/s/
Seth Ahdoot
Name:
Seth Ahdoot
Title:
Member
[Signature Page to equity purchase agreement]
EXHIBIT A
FORM OF PUT NOTICE
TO: HUDSON GLOBAL VENTURES, LLC
DATE: ____________________
We refer to the
equity purchase agreement, dated June 12, 2026 (the “Agreement”), entered into by and between Healthcare Triangle,
Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby:
1) Give you notice that we require you to purchase ____________
Put Shares pursuant to the Agreement; and
2) The Initial Purchase Price pursuant to the Agreement is ____________;
and
2) Certify that, as of the date hereof, the conditions set forth
in Section 7.2 of the Agreement are satisfied.
HEALTHCARE
TRIANGLE, INC.
By:
/s/
David Ayanoglou
Name:
David
Ayanoglou
Title:
Chief
Financial Officer
A-1
EXHIBIT B
FORM OF OFFICER’S CERTIFICATE
OF HEALTHCARE TRIANGLE, INC.
Pursuant to
Section 7.2(k) of that certain equity purchase agreement, dated June 12, 2026 (the “Agreement”), by and between Healthcare
Triangle, Inc. (the “Company”) and Hudson Global Ventures, LLC (the “Investor”), the undersigned,
in his capacity as Chief Financial Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof
(such date, the “Condition Satisfaction Date”), the following:
1. The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date
as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date)
with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction
Date, except for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement
to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and
2. All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not
limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.
Capitalized terms used herein
shall have the meanings set forth in the Agreement unless otherwise defined herein.
IN WITNESS
WHEREOF, the undersigned has hereunto affixed his hand as of the ________, 20__.
By:
/s/
David Ayanoglou
Name:
David
Ayanoglou
Title:
Chief
Financial Officer
B-1
Exhibit
C
ARBITRATION PROVISIONS
1. Dispute
Resolution. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or
relating to any of the Transaction Documents or the relationship of the parties or their affiliates shall be in the State of Nevada. For
purposes of this Exhibit C, the term “Claims” means any disputes, claims, demands, causes of action, requests
for injunctive relief, requests for specific performance, questions regarding severability of any provisions of the Transaction Documents,
liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in
the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual
mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure
of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate
the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The parties to this Agreement
(the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration
Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties hereby agree that the arbitration
provisions set forth in this Exhibit C (“Arbitration Provisions”) are binding on each of them. As a result,
any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or
these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for
any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration
of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.
2. Arbitration.
Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively
in the State of Nevada and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided
for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered pursuant
to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole and exclusive
remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and (c) promptly
payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right,
any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Arbitration
Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. Judgment upon the Arbitration
Award will be entered and enforced by any state or federal court sitting in the State of Nevada.
3. The
Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Nevada Uniform Arbitration Act,
Chapter 38 (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing, pursuant
to, and to the maximum extent permitted by, the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration
Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive
or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration
Provisions.
4. Arbitration
Proceedings. Arbitration between the parties will be subject to the following:
4.1 Initiation
of Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice
to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 8(f) of the Agreement;
provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the
date that the Arbitration Notice is deemed physically delivered to such other party under Section 8(f) of the Agreement (the “Service
Date”). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section
8(f) of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the
remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent
with the Nevada Rules of Civil Procedure.
4.2 Selection
and Payment of Arbitrator.
(a) Within ten (10) calendar
days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”
or qualified arbitrators by the American Arbitration Association (“AAA”) or other arbitration service provider agreed upon
by the parties (such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”).
For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with AAA or other arbitration service
provider agreed upon by the parties. Within five (5) calendar days after Investor has submitted to Company the names of the Proposed Arbitrators,
Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under
these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Investor
may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.
C-1
(b) If Investor fails
to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above,
then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that
are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the parties
by written notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators
to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under
these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators
selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written
notice of such selection to Investor.
(c) If a Proposed Arbitrator
chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator
may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator
declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise
unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.
(d) The date that the
Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve
as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns
or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue
the Arbitration. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals
and there is no successor thereto, then replacement arbitrators shall be selected and agreed upon by both parties within five (5) calendar
days thereafter.
(e) Subject to Paragraph
4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or
fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount, with such amount being added to or
subtracted from, as applicable, the Arbitration Award.
4.3 Applicability
of Certain Nevada Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Nevada Rules of
Civil Procedure and the Nevada Rules of Evidence. More specifically, the Nevada Rules of Civil Procedure shall apply, without limitation,
to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Nevada Rules
of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is
the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of
any conflict between the Nevada Rules of Civil Procedure or the Nevada Rules of Evidence and these Arbitration Provisions, these Arbitration
Provisions shall control.
4.4 Answer
and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the
Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,
the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such
party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.
4.5 [Intentionally
Omitted].
4.6 Discovery.
The parties agree that discovery shall be conducted as follows:
(a) Written discovery
will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written
discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.
The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these
Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:
(i) To
facts directly connected with the transactions contemplated by the Agreement.
(ii) To
facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less
expensive than in the manner requested.
C-2
(b) No party shall be
allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including
discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions
(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by
the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated
attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition
fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party
shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending
the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set
forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are
unreasonable, such party may submit the issue to the arbitrator for a decision.
(c) All discovery
requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator and
the other party. The party submitting the written discovery requests must include with such discovery requests a detailed
explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Nevada Rules of
Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery
requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written
discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of attorneys’
fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will
within three (3) calendar days make a finding as to the likely attorneys’ fees and costs associated with responding to the
discovery requests and issue an order that (i) requires the requesting party to prepay the attorneys’ fees and costs
associated with responding to the discovery requests, and (ii) requires the responding party to respond to the discovery requests as
limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery
requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests
fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs
associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may
be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery
requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production
subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before
the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth
above.
(d) In order to allow
a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration
Provisions and the Nevada Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does
not satisfy any of the standards set forth in these Arbitration Provisions or the Nevada Rules of Civil Procedure, the arbitrator may
modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.
(e) Each party may submit
expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement
Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of
all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including
a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has
testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid
for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for
no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in
the expert report.
4.6 Dispositive
Motions. Each party shall have the right to submit dispositive motions pursuant to the Nevada Rules of Civil Procedure (a “Dispositive
Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other
party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days
of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition
to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum
in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party
a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver
the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the
applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.
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4.7 Confidentiality.
All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation
information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party
agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including
without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes
public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such
information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other
party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior
to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need
to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized and directed
to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request
of either party.
4.8 Authorization;
Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the
arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings
to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar
days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within
ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines
for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to
the end of such 120-day period.
4.9 Relief.
The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator
may not award exemplary or punitive damages.
4.10 Fees
and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded
the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,
penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and
(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.
5. Arbitration
Appeal.
5.1 Initiation
of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of
thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects
to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators
as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal
Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect
to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also
pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of
the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant
delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of
this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.
In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within
the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an
Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph
5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’
agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.
5.2 Selection
and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of
the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration
panel (the “Appeal Panel”).
(a) Within ten (10)
calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are
designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the parties
(such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance
of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration service provider
agreed upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original
Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal
Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the
members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day
period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such
selection to the Appellant.
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(b) If the Appellee
fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant
to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify
the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service
provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may
then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written
notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing
within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the
Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written
notice of such selection to the Appellee.
(c) If a selected
Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may
select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed
Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)
designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process
shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already
agreed to serve shall remain on the Appeal Panel.
(d) The date that
all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to
both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement
Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including
via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead
arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration
Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon
the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal
Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,
a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.
If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals, then
replacement arbitrators for the Appeal Panel shall be selected and agreed upon by both parties within five (5) calendar days thereafter.
(d) Subject to Paragraph
5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.
5.3 Appeal
Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct
a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions
of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious
disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,
together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal
Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit
the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,
and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.
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5.4 Timing.
(a) Within
seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel
copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum
to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph
(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall
fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required
above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed
regardless.
(b) Subject
to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days
of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).
5.5 Appeal
Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on
the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and
make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,
to the maximum extent permitted by law, be charged against the party resisting such enforcement. Judgment upon the Appeal Panel Award
will be entered and enforced by a state or federal court sitting in the State of Nevada.
5.6 Relief.
The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper
under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may
not award exemplary or punitive damages.
5.7 Fees and Costs. As
part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded the least
amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,
penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration
and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel,
which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges
awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other
discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the
Arbitration (including without limitation in connection with the Appeal).
6. Miscellaneous.
6.1 Severability.
If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified
to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions
shall remain unaffected and in full force and effect.
6.2 Governing
Law. These Arbitration Provisions shall be governed by the laws of the State of Nevada without regard to the conflict of laws principles
therein.
6.3 Interpretation.
The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the
interpretation of, these Arbitration Provisions.
6.4 Waiver.
No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party
granting the waiver.
6.5 Time is of the
Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.
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EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 12, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND HUDSON GLOBAL VENTURES, LLC
EX-10.3
Filename: ea029478001ex10-3.htm · Sequence: 6
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of June 12, 2026, by and between HEALTHCARE TRIANGLE, INC., a Delaware corporation
(the “Company”), and HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability
company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated
as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The Company has agreed, upon
the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to Fifty Million Dollars ($50,000,000.00)
of Put Shares (as defined in the Purchase Agreement) and to induce the Investor to enter into the Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.
NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the
following terms shall have the following meanings:
a. “Investor”
shall have the meaning set forth above.
b. “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
c. “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or more
registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any
successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).
d. “Registrable
Securities” means all of the Put Shares which may, from time to time be issued to the Investor under the Purchase Agreement (without
regard to any beneficial ownership or restriction on purchases therein), and all of the Exercise Shares (as defined in the Purchase Agreement)
(the “Exercise Shares”) which may, from time to time, be issued to the Investor under the Warrants (as defined in the
Purchase Agreement) (the “Warrants”), without regard to any limitation on beneficial ownership or restriction on purchases
therein, and shares of Common Stock (as defined in the Purchase Agreement) (the “Common Stock”) issued to the Investor as
a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation
on beneficial ownership in the Purchase Agreement or Warrants.
e. “Registration
Statement” means one or more registration statements of the Company (provided, however, that if the Company is eligible to file
a Form S-3 covering such Registrable Securities at the time of filing of the Registration Statement, then the Company shall file such
Registration Statement on Form S-3).
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2. REGISTRATION.
a. Mandatory
Registration. The Company shall, within forty-five (45) calendar days from the date of this Agreement, file with the SEC an initial
Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance
with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (beginning
with all of the Exercise Shares), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices
(and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance
in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and
its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement
to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration
to all reasonable comments. The Investor shall furnish within five (5) calendar days all information reasonably requested by the Company
for inclusion therein. The Company shall use its reasonable commercial efforts to have the Registration Statement declared effective by
the SEC within ninety (90) calendar days from the date of this Agreement (or at the earliest possible date if prior to ninety (90) calendar
days from the date of this Agreement), and any amendment to the Registration Statement thereafter declared effective by the SEC at the
earliest possible date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415
promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby
at all times until the date on which the Investor shall have sold all the Registrable Securities and the Maximum Commitment Amount (as
defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement
(the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that
(i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such
Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the
Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect
to such Registration Statement or New Registration Statement.
b. Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file (in each case, at the
earliest possible date) with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements,
if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Company shall file such
initial prospectus covering the Investor’s sale of the Registrable Securities on the same date that the Registration Statement is
declared effective by the SEC. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus
prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable
best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version
of such prospectus.
c. Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section
2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any
limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it reasonable best efforts
to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof. In
the event that any of the Registrable Securities are not included in the Registration Statement, or have not been included in any New
Registration Statement and the Company files any other registration statement under the Securities Act (other than on Form S-4, Form S-8,
or with respect to other employee related plans or rights offerings) (“Other Registration Statement”) then the Company
shall include such remaining Registrable Securities in such Other Registration Statement. The Company agrees that it shall not file any
such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration Statement or
otherwise have been registered for resale as described above.
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d. Offering. If the staff
of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant
to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be
used for resales by the Investor under Rule 415 at then prevailing market prices (and not fixed prices), or if after the filing of the
initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce
the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of
the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and
the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c)
until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the
prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to
the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations)
shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).
3. RELATED
OBLIGATIONS.
With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement,
the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a. The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until
such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in such registration statement.
b. The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which
Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New
Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the
final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC
to the Company or its representatives relating to the Registration Statement or any New Registration Statement.
3
c. Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus
included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.
d. The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement under
such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii)
prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
e. As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment
to such registration statement and/or take any other necessary steps (which, if in accordance with applicable SEC rules and regulations,
may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when
a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to
the Investor by email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to any registration statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a registration statement would be appropriate.
f. The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.
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g. The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market (as defined in the
Purchase Agreement). The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.
h. The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing
any restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration
statement and enable such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.
i. The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.
j. If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment
such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement
or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any registration statement.
k. The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.
l. Within
one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached hereto as Exhibit
A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a written
confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without
limitation, the issuance of a stop order) and whether or not the registration statement is current and available to the Investor for sale
of all of the Registrable Securities.
m. The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any registration statement.
4. OBLIGATIONS
OF THE INVESTOR.
a. The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any
registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.
b. The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any registration statement hereunder.
5
c. The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the
Purchase Agreement and Warrants as applicable in connection with any sale of Registrable Securities with respect to which an Investor
has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the
kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.
5. EXPENSES
OF REGISTRATION.
All reasonable expenses, other
than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements
of counsel for the Company, shall be paid by the Company.
6. INDEMNIFICATION.
a. To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor
and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement,
any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any
material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure
to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.
6
Notwithstanding the foregoing,
the Company’s aggregate liability under this Section 6(a) shall not exceed the aggregate Investment Amount (as defined in the Purchase
Agreement) actually received by the Company under the Purchase Agreement as of the date the applicable Claim arises, except that this
limitation shall not apply to Claims arising from the Company’s fraud, willful misconduct, or gross negligence.
b. Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of
the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that
the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person
of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.
c. The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
7
d. The
Investor agrees to indemnify and hold harmless the Company, its officers, directors, employees, and agents from and against any Claims
arising out of or based upon any untrue statement of a material fact contained in the Registration Statement, any New Registration Statement,
or any prospectus, or the omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not materially misleading, in each case to the extent, but only to the extent, that such untrue statement of a material fact or
omission to state a material fact was made in reliance upon and in conformity with written information furnished to the Company by the
Investor expressly for use therein. The Investor’s aggregate liability under this Section shall not exceed the net proceeds received
by the Investor from the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Claim.
e. The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.
7. CONTRIBUTION.
To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.
8. REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS.
With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that
may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, to:
a. make
and keep public information available, as those terms are understood and defined in Rule 144;
b. file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;
c. furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and
d. take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
transfer agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s
broker to effect such sale of securities pursuant to Rule 144.
8
Each party agrees that damages may be an inadequate
remedy for any breach of the terms and provisions of this Section 8 and that the non-breaching party shall, whether or not it is pursuing
any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without having to post any
bond or other security, upon any breach or threatened breach of any such terms or provisions.
9. ASSIGNMENT OF REGISTRATION RIGHTS.
The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.
10. AMENDMENT
OF REGISTRATION RIGHTS.
No provision of this Agreement
may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing of the
Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
11. MISCELLANEOUS.
a. A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
b. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business
Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the
same. The addresses for such communications shall be:
If to the Company, to:
HEALTHCARE TRIANGLE, INC.
7901 Stoneridge Drive, Suite 210
Pleasanton, CA 94588
Email: david.a@healthcaretriangle.com
Attention: David Ayanoglou
If to the Investor:
HUDSON GLOBAL VENTURES, LLC
____________________________
____________________________
e-mail: info@hudsonventuresllc.com
or at such other address, email address, and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business
Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver
or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, recipient
email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.
9
c. The
Company and Investor shall submit all Claims (as defined in Exhibit C of the Purchase Agreement) (the “Claims”) arising under
this Agreement or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties
to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Purchase Agreement (the “Arbitration
Provisions”). The Company and Investor hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding
on the Company and Investor hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company
represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about
such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious
and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that
Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon
the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced
in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be
governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of Nevada. The Company and Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims arising
under this Agreement or any other agreement between the Company and Investor or their respective affiliates (including but not limited
to the Transaction Documents (as defined in the Purchase Agreement)) or any Claim relating to the relationship of the Company and Investor
or their respective affiliates shall be in the State of Nevada. Without modifying the Company’s and Investor’s obligations
to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction
Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement
or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes, without limitation
any action between or involving Company and the Company’s transfer agent or otherwise related to Investor in any way (specifically
including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit
the Company’s transfer agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents
to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in the State of Nevada, (ii) expressly
submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including,
without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s
transfer agent from issuing shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in the State
of Nevada, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other
claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action
or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or
construed to limit, the ability of the Investor to realize on any collateral or any other security, or to enforce a judgment or other
court ruling in favor of the Investor, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder,
any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based
upon forum non conveniens). EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate,
instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with
this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement
in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
10
d. This
Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. This Agreement supersedes
all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
e. Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto.
f. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
g. This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by e-mail in a “.pdf”
format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
h. Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
i. The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
j. This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.
* * * * * *
11
IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed as of day and year first above written.
THE COMPANY:
HEALTHCARE TRIANGLE, INC.
By:
/s/
David Ayanoglou
Name:
DAVID AYANOGLOU
Title:
CHIEF FINANCIAL OFFICER
INVESTOR:
HUDSON GLOBAL VENTURES, LLC
By:
/s/
SETH AHDOOT
Name:
SETH AHDOOT
Title:
MEMBER
[Signature Page to registration rights agreement]
12
EXHIBIT
A
TO REGISTRATION RIGHTS AGREEMENT
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
______, 2026
________________
________________
________________
Re: Effectiveness of Registration Statement
Ladies and Gentlemen:
We are counsel to HEALTHCARE
TRIANGLE, INC., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain
Purchase Agreement, dated as of June 12, 2026 (the “Purchase Agreement”), entered into by and between the Company and
HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability company (the “Investor”) pursuant to which the Company has
agreed to issue to the Investor shares of common stock of the Company, $0.00001 par value per share (the “Common Stock”),
in an amount up to Fifty Million Dollars ($50,000,000.00) (the “Put Shares”), as well as the Exercise Shares (as defined in
the Purchase Agreement) (the “Exercise Shares”) in accordance with the terms of the Purchase Agreement and Warrants
(as defined below). In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with the U.S.
Securities & Exchange Commission the following shares of Common Stock:
(1) __________ Put Shares to be issued to the Investor upon purchase from the Company by the Investor from
time to time in accordance with the Purchase Agreement; and
(2) __________ Exercise Shares issued and/or to be issued to the Investor upon exercise of the Warrants (as
defined in the Purchase Agreement) (the “Warrants”) in accordance with the Warrants.
Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares and Exercise Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____], 2026, the
Company filed a Registration Statement (File No. 333-[_______]) (the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”) relating to the resale of the Put Shares and Exercise Shares.
In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an
order declaring the Registration Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 2026 and we have
no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued
or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares and Exercise Shares are
available for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.
Very truly yours,
[Company Counsel]
By:
cc: HUDSON GLOBAL VENTURES, LLC
EX-99.1 — PRESS RELEASE, DATED JUNE 12, 2026
EX-99.1
Filename: ea029478001ex99-1.htm · Sequence: 7
Exhibit 99.1
Healthcare Triangle, Inc. Announces Closing
of Private Placement Offering of Original Issue Discount Senior Convertible Promissory Notes for Gross Proceeds of Approximately $3.6
Million
PLEASANTON, Calif., June 12, 2026 (PR NEWSWIRE)
— Healthcare Triangle, Inc. (Nasdaq: HCTI) (“HCTI” or the “Company”), a leader in digital transformation solutions
for healthcare and life sciences, today announces the closing of a private placement of its 15% original issue discount senior convertible
promissory notes in the aggregate principal amount of $4.235 million for aggregate gross proceeds of approximately $3.6 million, before
deducting placement agent fees and other related offering expenses. The notes mature on December 12, 2026 and, subject to the terms and
limitations set forth therein, are convertible at the option of the holder at any time after the six-month anniversary of the original
issue date at a conversion price per share equal to 85% of the VWAP of the Company’s common stock for the three (3) Trading Days
immediately preceding the date of the applicable conversion notice. The Company expects to use the net proceeds from the offering for
repayment of certain prior indebtedness, potential strategic acquisitions, and general working capital purposes.
WallachBeth Capital LLC acted as the placement
agent in connection with the offering.
The notes and the shares of common stock issuable
upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may
not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption
from the registration requirements of the Securities Act and applicable state securities laws.
Additional details regarding the notes and the
transaction will be included in the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange
Commission and will be available at www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of such securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Healthcare Triangle
Healthcare Triangle, Inc. based in Pleasanton,
California, reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support
healthcare organizations including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve
health outcomes through better utilization of the data and information technologies that they rely on. Healthcare Triangle achieves HITRUST
Certification for Cloud and Data Platform (CaDP), marketed as CloudEz™ and DataEz™. HITRUST Risk-based, 2-year (r2) Certified
status demonstrates to our clients the highest standards for data protection and information security. Healthcare Triangle enables the
adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats.
The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing
the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical & business performance optimization.
Forward-Looking Statements
This press release contains “forward-looking
statements,” which are statements related to events, results, activities or developments that HCTI expects, believes or anticipates
will or may occur in the future. Forward-looking statements often contain words such as “intends,” “estimates,” “anticipates,”
“hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,”
“should,” “will,” “would,” “target,” “aims” and similar expressions and the negative
versions thereof. Such statements are based on HCTI’s experience and perception of current conditions, trends, expected future developments
and other factors it believes are appropriate under the circumstances and speak only as of the date made. Forward-looking statements are
inherently uncertain, and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the
forward-looking statements as a result of various factors. For details on the uncertainties that may cause actual results to be materially
different than those expressed in forward-looking statements, please review the Company’s Annual Report on Form 10-K and other reports
on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled “Risk
Factors.” The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect new information
or future events or otherwise, except as required by law.
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Jun. 12, 2026
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Entity File Number
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Entity Registrant Name
HEALTHCARE TRIANGLE, INC.
Entity Central Index Key
0001839285
Entity Tax Identification Number
84-3559776
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
7901 Stoneridge Dr.
Entity Address, Address Line Two
Suite 220
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CA
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City Area Code
925
Local Phone Number
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