Form 8-K

8-K — Healthcare Triangle, Inc.

Accession: 0001213900-26-097953

Filed: 2026-09-08

Period: 2026-09-02

CIK: 0001839285

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0304854-8k_healthcare.htm (Primary)

EX-2.1 — SEPARATION AND DISTRIBUTION AGREEMENT, DATED AS OF SEPTEMBER 2, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND TEYAME AI HOLDINGS, INC (ea030485401ex2-1.htm)

EX-10.1 — TRANSITION SERVICES AGREEMENT, DATED AS OF SEPTEMBER 2, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND TEYAME AI HOLDINGS, INC (ea030485401ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-09-02

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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):

September 2, 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)

(I.R.S. Employer

Identification No.)

7901 Stoneridge Drive, Suite 210

Pleasanton, California 94588

(Address of principal executive offices, including

zip code)

(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.

On September 2, 2026, Healthcare Triangle, Inc.

(“HCTI” or the “Company”), a Delaware corporation, entered into (i) a Separation and Distribution Agreement (the

“Separation Agreement”) and (ii) a Transition Services Agreement (the “Services Agreement” and, together with

the Separation Agreement, the “Transaction Agreements”) with Teyame AI Holdings, Inc. (“Teyame”), a Delaware corporation

and direct, wholly-owned subsidiary of the Company, in connection with the planned separation and spin-off of Teyame from the Company

(the “Spin-Off”).

Prior to the date of the Separation Agreement,

HCTI formed Teyame as a wholly-owned subsidiary incorporated under the laws of the State of Delaware for the purpose of acquiring and

holding Teyamé 360, S.L. and Datono Mediación S.L. (each incorporated in Spain, and collectively, the “Acquired Companies”)

pursuant to a Share Purchase Agreement dated January 22, 2026 (the “SPA”).

In connection with the Spin-Off, HCTI intends

to distribute a minority interest in the outstanding shares of common stock of Teyame (“Teyame Common Stock”) to holders of

HCTI common stock (“HCTI Common Stock”) on a pro rata basis (the “Distribution”). HCTI will remain the majority

holder of the outstanding Teyame Common Stock following the Distribution.

Following the Distribution, HCTI and Teyame intend

to operate as separate public companies, subject to HCTI’s continuing ownership interest in Teyame and any consolidation requirements

under applicable accounting standards. The Spin-Off is currently expected to constitute a taxable distribution for U.S. federal income

tax purposes under Sections 311(b) and 301 of the Internal Revenue Code of 1986, as amended (the “Code”).

Separation Agreement

The Separation and Distribution

The Separation Agreement provides that, on the

closing date of the Spin-Off (the “Closing Date”), the parties will take all actions necessary to accomplish the separation

plan contemplated by the Separation Agreement (the “Separation Plan”). The Distribution will be effected on a pro rata basis

to holders of HCTI Common Stock by means of book-entry transfer through a distribution agent designated pursuant to a distribution agent

agreement (the “Distribution Agent”). No fractional shares of Teyame Common Stock will be distributed; instead, cash will

be paid in lieu of fractional shares pursuant to the terms of the Distribution Agent Agreement. The effective time of the Distribution

(the “Effective Time”) will be 12:01 a.m. Eastern time on the date of the Distribution.

The HCTI Board of Directors (the “Board”)

has the authority (i) to (A) effect the Distribution, or (B) terminate the Distribution at any time prior to the Effective Time, (ii)

to establish or change the Distribution Date or Effective Time, and (iii) prior to the Effective Time, to establish or change the procedures

for effecting the Distribution, subject to applicable law and organizational documents of HCTI .

Conditions to the Distribution

The Separation Agreement provides that the Distribution

is subject to the satisfaction or waiver of certain conditions, including, among others:

● each party shall have delivered each Transaction Agreement

duly executed by an authorized officer of such party;

● the Registration Statement on Form 10 filed by Teyame with

the U.S. Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Exchange Act of

1934, as amended (the “Exchange Act”), and no stop order suspending the effectiveness of the Registration Statement shall

be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;

● the Teyame Common Stock shall have been approved for listing

on The Nasdaq Stock Market LLC (“Nasdaq”), subject to official notice of issuance; and

● no order, injunction, or decree issued by any court of competent

jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect.

No Transfers of Assets or Liabilities

The Separation Agreement provides that, other

than pursuant to the Distribution and the Transaction Agreements, the transactions contemplated by the Separation Agreement do not include

the contribution, assignment, transfer, conveyance, or delivery of any assets of HCTI to Teyame, or vice versa. No assets or liabilities

of HCTI are being transferred to Teyame except as expressly provided in the Transaction Agreements.

Registration Statement on Form 10

The Separation Agreement provides that Teyame

and HCTI shall cooperate to prepare, and Teyame shall file with the SEC, a Registration Statement on Form 10 (the “Registration

Statement”) in connection with the registration of the Teyame Common Stock under the Exchange Act. Teyame shall use its reasonable

best efforts to cause the Registration Statement to become effective and to maintain its effectiveness for such period as may be necessary

to consummate the Distribution. The Separation Agreement further provides that the Teyame Common Stock will be listed on Nasdaq, subject

to official notice of issuance.

SEC Reporting Obligations

Following the Closing Date, Teyame will be responsible

for its own SEC filings and reporting obligations. HCTI has agreed to cooperate with Teyame by providing information concerning HCTI and

the Acquired Companies for periods prior to the Effective Time as may be reasonably necessary for Teyame’s SEC reporting purposes.

Each party will be solely responsible for the accuracy and timely filing of its own reports with the SEC.

Tax Treatment

The Distribution is currently expected to be a

taxable distribution for U.S. federal income tax purposes to the Company and its shareholders under Sections 311(b) and 301 of the Code.

All tax matters between HCTI and Teyame will be governed by a tax sharing agreement to be entered into between HCTI and Teyame prior to

the Closing Date (the “Tax Sharing Agreement”).

Share Purchase Agreement Obligations

The Separation Agreement provides that, following

the Closing Date, Teyame will assume the obligations of “Buyer” and “Parent” under the SPA. However, HCTI will

remain jointly and severally liable with Teyame for the payment of any remaining cash consideration tranches and Preferred Stock Consideration

payable under the SPA to the extent unpaid as of the Closing Date. Teyame has agreed to reimburse HCTI within five (5) Business Days for

any payment that HCTI makes on Teyame’s behalf under the SPA.

Intercompany Accounts

The Separation Agreement requires that, prior

to the Effective Time, the parties shall prepare a written schedule identifying all material intercompany accounts between HCTI and Teyame

and their respective subsidiaries. No material intercompany balance shall remain outstanding following the Effective Time except as set

forth pursuant to a written agreement that has been approved under each party’s applicable related-party transaction policies.

Registration Rights

The Separation Agreement grants HCTI certain registration

rights with respect to the Teyame Common Stock that HCTI will continue to hold following the Distribution. These registration rights include:

● Demand registration rights pursuant to which HCTI may request

Teyame to register all or part of HCTI’s shares of Teyame Common Stock for resale on a registration statement on Form S-1 or Form

S-3;

● Shelf registration rights under Rule 415 of the Securities

Act of 1933, as amended (the “Securities Act”);

● Piggyback registration rights that allow HCTI to include

its shares in certain registration statements filed by Teyame for its own account; and

● Mutual indemnification obligations in connection with any

registration statement filed pursuant to the registration rights provisions.

Teyame will pay the registration expenses in connection

with any such registration, and HCTI will pay any underwriting discounts and commissions attributable to HCTI’s shares.

Auditors and Financial Statements

For so long as HCTI is required to consolidate

the results of operations and financial position of Teyame, Teyame shall (i) not change its fiscal year without HCTI’s prior written

consent, (ii) provide HCTI with prior notice of any change in its independent registered public accounting firm, and (iii) provide to

HCTI on a timely basis all financial and other data that HCTI reasonably requires to meet its schedule for the preparation, filing and

dissemination of its financial statements. Teyame shall also cause its principal executive officer and principal financial officer to

provide certifications as support for Sarbanes-Oxley Act certifications required for HCTI’s annual and quarterly reports.

Termination

The Separation Agreement may be terminated by

the mutual written agreement of HCTI and Teyame at any time prior to the Closing Date.

Transition Services Agreement

Services Provided by HCTI to Teyame

Pursuant to the Services Agreement, HCTI will

provide, or cause to be provided, the following categories of transitional services to Teyame, commencing on the Effective Date of the

Distribution: (i) Accounting Services; (ii) Administrative, Corporate and Human Resources Services; (iii) Legal and Compliance Services;

(iv) Contracting Services: including contracting and procurement of all kinds on behalf of Teyame; and (v) Information Technology Services.

Payment Terms

Under the Services Agreement, HCTI will bill Teyame

monthly within fifteen (15) days after the end of each month for the services provided during such month. Payment is due within fifteen

(15) days of the delivery of each monthly statement. Late payments will bear interest at the prime rate plus two percent (2%) per annum

(or the maximum rate permitted by applicable law, if less). All payments shall be made by wire transfer.

Term and Termination of Services

Services under the Services Agreement will commence

on the Effective Date of the Distribution and will continue until mutually terminated by the parties or until the termination of each

individual service in accordance with the applicable service schedule. The receiving party may cancel any individual service upon ninety

(90) days’ prior written notice, subject to paying any out-of-pocket and incremental costs incurred by the service provider. The

service provider may terminate any service for non-payment if such non-payment is not cured within thirty (30) days after written notice.

Indemnification

The Services Agreement provides for mutual indemnification

between HCTI and Teyame in cases of intentional breach or gross negligence by either party.

The foregoing descriptions of the Separation Agreement

and the Services Agreement do not purport to be complete and are qualified in their entirety by the full text of the Separation Agreement

and the Services Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K

and are incorporated herein by reference. Certain schedules and exhibits to the Separation Agreement and the Services Agreement have been

omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit

to the SEC upon request.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1*

Separation and Distribution Agreement, dated as of September 2, 2026, by and between Healthcare Triangle, Inc. and Teyame AI Holdings, Inc.

10.1*

Transition Services Agreement, dated as of September 2, 2026, by and between Healthcare Triangle, Inc. and Teyame AI Holdings, Inc.

104

Cover Page Interactive Data File (embedded

within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S.

Securities and Exchange Commission upon request.

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 April 15, 2026, as amended, 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.

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.

Date: September 8, 2026

Healthcare Triangle, Inc.

By:

/s/ David

Ayanoglou

Name:

David Ayanoglou

Title:

Chief Financial Officer

EX-2.1 — SEPARATION AND DISTRIBUTION AGREEMENT, DATED AS OF SEPTEMBER 2, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND TEYAME AI HOLDINGS, INC

EX-2.1

Filename: ea030485401ex2-1.htm · Sequence: 2

Exhibit

2.1

This

SEPARATION AND DISTRIBUTION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”),

dated as of SEPTEMBER 2nd, 2026, is entered into by and between HEALTHCARE TRIANGLE, INC., a Delaware corporation (“HCTI”),

and TEYAME AI HOLDINGS, INC., a Delaware corporation (“Teyame”) and a direct, wholly-owned Subsidiary of HCTI.

WHEREAS,

Teyame is, and prior to the Separation will be, a wholly owned Subsidiary of HCTI;

WHEREAS,

prior to the date hereof, HCTI formed Teyame as a wholly-owned Subsidiary incorporated under the laws of the State of Delaware for the

purpose of acquiring and holding the Acquired Companies (as defined below) pursuant to that certain Share Purchase Agreement, dated as

of January 22, 2026 (the “Share Purchase Agreement”), by and among Teyame, HCTI, Teyame AI LLC, a St. Kitts and Nevis corporation

(the “Intermediary Seller”), CH 109, S.L., Ivan Montero Rebato and Maria Luisa Sanchez Fernandez, and HCTI and Teyame have

undertaken certain corporate transactions with respect to the capitalization of Teyame, including the authorization of Teyame Common

Stock in connection with HCTI’s funding of the Share Purchase Agreement (collectively, the “Recapitalization Transactions”);

WHEREAS,

in connection with the Separation, HCTI intends to distribute a minority interest in the outstanding shares of Teyame Common Stock to

holders of HCTI Common Stock and will remain the majority holder of the outstanding Teyame Common Stock following the Distribution;

WHEREAS,

following the Distribution, HCTI and Teyame intend to operate as separate public companies, subject to HCTI’s continuing ownership

interest in Teyame and any consolidation requirements under applicable accounting standards,;

WHEREAS,

the parties hereto desire to effect the transactions contemplated by this Agreement, including the Separation, subject to the conditions

described herein;

WHEREAS,

the transactions contemplated by this Agreement, including the Separation, have been approved by the board of directors of HCTI (the

“HCTI Board”) and the board of directors of Teyame (the “Teyame Board”); and

WHEREAS

capitalized terms used herein and not defined in the accompanying text have the meanings ascribed thereto in Section 1.1(a) or in the

text referenced in Section 1.1(b).

NOW,

THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein,

the parties to this Agreement hereby agree as follows:

ARTICLE

DEFINITIONS

Section

1.1. Definitions.

(a) For

purposes of this Agreement, the following terms have the corresponding meanings:

“Acquired

Companies” means Teyamé 360, S.L. and Datono Mediación S.L., each a company incorporated in Spain.

“Action”

means any demand, action, claim, suit, countersuit, litigation, arbitration, prosecution, proceeding (including any civil, criminal,

administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation whether or not commenced,

brought, conducted or heard by or before, or otherwise involving, any court, grand jury or other Governmental Authority or any arbitrator

or arbitration panel.

“Advance

Agreement” means that certain Advance Agreement, dated as of December 5, 2025, by and between HCTI and the Intermediary Seller,

as the same may be amended, modified or supplemented from time to time.

“Affiliate”

means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with,

such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management

or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

Notwithstanding the foregoing, for purposes of this Agreement, (i) none of Teyame and its Subsidiaries shall be deemed to be Affiliates

of any of HCTI or any of its Subsidiaries (other than Teyame and its Subsidiaries) and (ii) none of HCTI or any of its Subsidiaries shall

be deemed to be Affiliates of Teyame or any of its Subsidiaries, in each case, for any periods prior to or following the Closing.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Contract”

means any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement,

instrument or obligation.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated thereunder.

“Disinterested

Independent Committee” means, with respect to either

party, the audit committee or another committee of the board of directors comprised solely of directors who are independent under applicable

SEC and Nasdaq requirements and who have no material interest in the matter under consideration.

“Distribution

Agent” means [Distribution Agent].

“Distribution

Agent Agreement” means that certain Distribution Agent Agreement to be entered into by and among HCTI, Teyame and the Distribution

Agent in connection with the Distribution.

“Distribution

Date” means the date of the Distribution.

“Effective

Time” means 12:01 a.m., Eastern time, on the date of the Distribution.

“Form

10” means the registration statement on Form 10 to be filed by Teyame with the SEC under the Exchange Act to register the shares

of Teyame Common Stock under Section 12(b) of the Exchange Act in connection with the Distribution.

“HCTI

Common Stock” means the common stock of HCTI.

“HCTI

Indemnitees” means HCTI, each of its Subsidiaries (other than Teyame and its Subsidiaries), and each of their respective directors,

officers and employees.

“Governmental

Authority” means any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental

instrumentality, federal, state or local, domestic, foreign or multinational.

“Intermediary

Seller” means Teyame AI LLC, a St. Kitts and Nevis corporation.

“Information”

means information, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports,

records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings,

blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, tapes, computer programs or other software,

marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other

materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee

or business information or data.

“Insurance

Proceeds” means those monies (i) received by an insured from a third-party insurance carrier, (ii) paid by a third-party insurance

carrier on behalf of the insured, or (iii) received under insurance policies pursuant to which a Person makes a true risk transfer to

a third-party insurer.

“IRS”

means the Internal Revenue Service.

“Law”

means any federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree

or agency requirement of or undertaking to any Governmental Authority, including common law.

“Losses”

means any and all losses, liabilities, obligations, damages, deficiencies, penalties, judgments, settlements, claims, payments, fines,

interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements

and compromises relating thereto and reasonable attorneys’, accountants’ and consultants’ fees and expenses incurred

in the investigation or defense thereof or the enforcement of rights hereunder) whether paid or not, including direct and consequential

damages, but excluding punitive damages (other than punitive damages awarded to any third party against an indemnified party).

“Person”

means any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity

of any kind.

“Privileges”

means attorney-client privilege, work product doctrine and any other applicable privilege or protection belonging to a party or its Subsidiaries

with respect to its business.

“Registration

Statement” means the registration statement on Form 10 to be filed by Teyame under the Exchange Act pursuant to which the shares

of Teyame Common Stock will be registered under Section 12(b) of the Exchange Act in connection with the Distribution.

“Registrable

Securities” means the shares of Teyame Common Stock held by HCTI immediately following the Distribution Date (other than shares

distributed in the Distribution), together with any securities issued or distributed to HCTI in respect of such shares by way of stock

dividend, stock split, combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. Registrable Securities

shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such shares has been declared

effective under the Securities Act and such shares have been disposed of in accordance with such registration statement, (ii) such shares

may be sold or transferred without restriction pursuant to Rule 144 under the Securities Act without volume limitations, or (iii) such

shares have ceased to be outstanding.

“Related

Party Transaction” means any transaction, arrangement

or relationship between HCTI or any of its Subsidiaries, on the one hand, and Teyame or any of its Subsidiaries, on the other hand, that

constitutes or could reasonably constitute a related-party transaction under applicable SEC or Nasdaq requirements or either party’s

related-party transaction policy.

“Representatives”

means, with respect to any party, such party’s directors, officers, employees, investment bankers, financial advisors, attorneys,

accountants, agents and other representatives.

“Retention

Period” means the period of seven (7) years after the Distribution Date, or such longer period as may be required by any Governmental

Authority, any litigation matter, any applicable Law, or any Transaction Agreement.

“SEC”

means the U.S. Securities and Exchange Commission.

“Securities

Act” means the Securities Act of 1933, as amended, together with all rules and regulations promulgated thereunder.

“Share

Purchase Agreement” means that certain Share Purchase Agreement, dated as of January 22, 2026, by and among Teyame, HCTI, the

Intermediary Seller, CH 109, S.L., Ivan Montero Rebato and Maria Luisa Sanchez Fernandez, as the same may be amended, modified of supplemented

from time to time.

“Separation

Plan” means the steps set forth on Schedule 1.

“Subsidiary”

when used with respect to any Person, means (i) (A) a corporation of which a majority in voting power of its share capital or capital

stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person,

by a Subsidiary of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to

a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such

Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively

to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or,

in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability

company, or (C) any other Person (other than a corporation) in which such Person, a Subsidiary of such Person or such Person and one

or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has (1) the power to elect or direct

the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement

or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person

of which an aggregate of more than 50% of the equity interests are, at the time, directly or indirectly, owned by such Person and/or

one or more Subsidiaries of such Person. Notwithstanding the foregoing, for purposes of this Agreement, none of Teyame and its Subsidiaries

shall be deemed to be Subsidiaries of any of HCTI or its Subsidiaries.

“Teyame

Indemnitees” means Teyame, each of its Subsidiaries, and each of their respective directors, officers and employees.

“Teyame

Liabilities” means all liabilities reflected on or that should have been reflected on Teyame’s balance sheet as of the

Distribution Date, all liabilities arising from the operation of the business of the Acquired Companies at any time prior to, on or after

the Distribution Date, and all liabilities expressly assumed by Teyame under this Agreement or any Transaction Agreement,

“Tax”

or “Taxes” means any and all taxes, charges, fees, levies, customs, duties, tariffs, or other assessments, including

income, gross receipts, excise, real or personal property, sales, withholding, social security, retirement, unemployment, occupation,

use, goods and services, service use, license, value added, capital, net worth, payroll, profits, franchise, transfer and recording taxes,

fees and charges, and any other taxes, charges, fees, levies, customs, duties, tariffs or other assessments imposed by the IRS or any

taxing authority (whether domestic or foreign including any state, county, local or foreign government or any subdivision or taxing agency

thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis;

and such term shall include any interest thereon, fines, penalties, additions to tax, or additional amounts attributable to, or imposed

upon, or with respect to, any such taxes, charges, fees, levies, customs, duties, tariffs, or other assessments.

“Teyame

Common Stock” means the common stock of Teyame.

“Transaction

Agreements” means this Agreement, the Transition Services Agreement, the [Tax Sharing Agreement], and any other documents entered

into in connection therewith.

“Transition

Services Agreement” means the Transition Services Agreement substantially in the form attached hereto as Exhibit A.

(b)

As used herein, the following terms will have the meanings set forth in the applicable section of this Agreement set forth below:

Defined Term

Section Reference

Acquired Companies

Recitals

Agreement

Preamble

Closing

Section 6.1

Closing Date

Section 6.1

Contribution

Recitals

Disclosing Party

Section 5.3(a)

Dispute

Section 10.8(a)

Distribution

Schedule 1

HCTI

Preamble

HCTI Board

Recitals

HCTI Indemnitees

Section 1.1(a)

Intermediary Seller

Recitals

Indemnitee

Section 8.4(a)

Indemnifying Party

Section 8.4(a)

Nasdaq

Section 5.5

Proprietary Information

Section 5.3(a)

Receiving Party

Section 5.3(b)

Demand Registration

Section 9.1(a)

Demand Registration Request

Section 9.1(a)

Privileged Information

Section 5.11(a)

Separation

Section 2.1(a)

Share Purchase Agreement

Recitals

Teyame

Preamble

Shelf Registration Statement

Section 9.2

Teyame Indemnitees

Section 1.1(a)

Third-Party Claim

Section 8.4(a)

Teyame Board

Recitals

Recapitalization Transactions

Recitals

ARTICLE

SEPARATION

AND DISTRIBUTION

Section

2.1. Separation.

(a)

In accordance with and subject to the provisions of this Agreement, on the Closing Date, the parties will take, and as applicable will

cause their respective Subsidiaries to take, all actions that are necessary or appropriate to accomplish the steps set forth in the Separation

Plan (the “Separation”), as soon as practicable after the conditions thereto have been satisfied or, to the extent

waivable, waived.

(b)

All documents and instruments used to effect the Separation and otherwise to comply with this Agreement will be in the form and substance

reasonably satisfactory to HCTI and Teyame.

(c)

The transactions contemplated hereby shall not include (a) the contribution, assignment, transfer, conveyance or delivery, directly or

indirectly, of any assets of HCTI to Teyame, on the one hand, or any assets of Teyame to HCTI, on the other hand, or (b) the assignment,

directly or indirectly, of any liabilities of HCTI to Teyame, on the one hand, or Teyame to HCTI, on the other hand, other than, in each

case pursuant to (i) the Distribution and (ii) the Transaction Agreements.

Section

2.2. Distribution.

Without

limiting Section 2.1, on the terms and subject to the conditions of this Agreement:

(a)

The parties have taken or will take, and have caused or will cause their respective Subsidiaries to take, by no later than immediately

before the Effective Time, all actions that are necessary or appropriate to implement and accomplish the Distribution of certain shares

of Teyame Common Stock pro rata to the holders of HCTI Common Stock by means of book-entry transfer through the Distribution Agent in

accordance with the Separation Plan.

(b)

The HCTI Board will have the authority (i) to (A) effect the Distribution, subject to the conditions set forth in Section 2.3, or (B)

terminate the Distribution at any time prior to the Effective Time, (ii) to establish or change the Distribution Date or the Effective

Time and (iii) prior to the Effective Time, to establish or change the procedures for effecting the Distribution, subject to, in all

cases, applicable law and the organizational documents of HCTI.

(c)

On the Distribution Date, subject to the satisfaction or waiver, as applicable, of the conditions to the Distribution set forth in Section

2.3, HCTI will cause the Distribution Agent to distribute the applicable number of shares of Teyame Common Stock necessary to effect

the Distribution on the Distribution Date pro rata to the holders of HCTI Common Stock by means of book-entry transfer.

(d)

No fractional shares of Teyame Common Stock will be distributed in connection with the Distribution. If any record holder of HCTI Common

Stock would otherwise be entitled to receive a fractional share of Teyame Common Stock in the Distribution, such record holder will instead

receive cash in accordance with the Distribution Agent Agreement.

(e)

All of the shares of Teyame Common Stock that are distributed in the Distribution will be validly issued, fully paid and non-assessable.

Section

2.3. Conditions to the Distribution.

(a)

The performance by each party of its obligations in connection with the Distribution is subject to the satisfaction or waiver of the

following conditions:

(i)

each party shall have delivered each Transaction Agreement to which it is a party duly executed by an authorized officer of such party;

(ii)

the Registration Statement shall have become effective under the Exchange Act and no stop order suspending the effectiveness of the Registration

Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and

(iii)

the shares of Teyame Common Stock deliverable to the stockholders of HCTI as contemplated by this Agreement shall have been approved

for listing on Nasdaq, subject to official notice of issuance.

Section

2.4. Certificate of Incorporation and Bylaws of Teyame.

Prior

to the Closing, (a) the existing certificate of incorporation of Teyame shall be amended and restated substantially in the form of the

Amended and Restated Certificate of Incorporation of Teyame attached as Exhibit C hereto, which shall be in a form suitable for a publicly

traded company, and (b) the existing bylaws of Teyame shall be amended and restated substantially in the form of the Amended and Restated

Bylaws of Teyame attached as Exhibit D hereto, which shall be in a form suitable for a publicly traded company.

Section

2.5. Tax Treatment.

For

U.S. federal income Tax purposes, the Distribution is currently expected to constitute a taxable distribution for U.S. federal income

tax purposes (to HCTI and its shareholders) under Sections 311(b) and 301 of the Code respectively, subject to the advice of the parties’

tax advisors. All Taxes, tax benefits, tax reporting obligations and related rights and responsibilities arising from or relating to

the Separation and Distribution shall be allocated solely in accordance with the Tax Sharing Agreement.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES OF HCTI

Section

3.1. No Representations or Warranties.

Neither

HCTI nor any other Person makes or has made any express or implied representation or warranty with respect to HCTI or with respect to

any other information provided to Teyame in connection with the transactions contemplated by this Agreement or the other Transaction

Agreements (including with respect to the business, assets, liabilities, condition or prospects (financial or otherwise) of, or any other

matter involving, either business, or the sufficiency of any assets, the title to any assets or the requirements of any applicable Laws).

ARTICLE

REPRESENTATIONS AND WARRANTIES OF TEYAME

Section

4.1. No Representations or Warranties.

Neither

Teyame nor any other Person makes or has made any express or implied representation or warranty with respect to Teyame or with respect

to any other information provided to HCTI in connection with the transactions contemplated by this Agreement or the other Transaction

Agreements (including with respect to the business, assets, liabilities, condition or prospects (financial or otherwise) of, or any other

matter involving, either business, or the sufficiency of any assets, the title to any assets or the requirements of any applicable Laws).

ARTICLE

COVENANTS

Section

5.1. Further Assurances.

any time before or after the Closing, each party hereto covenants and agrees to make, execute, acknowledge and deliver such instruments,

agreements, consents, assurances and other documents, and to take all such other commercially reasonable actions, as any other party

may reasonably request and as may reasonably be required in order to carry out the purposes and intent of this Agreement and to implement

the terms hereof. No party shall be required pursuant to this Section to incur material third-party expense primarily for the benefit

of the other party unless the benefiting party agrees to reimburse such expense in accordance with Section 5.14.

Section

5.2. Access to Information.

(a)

Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party hereto shall, and shall cause

each of its Subsidiaries to, afford to the other party and its Representatives reasonable access during normal business hours (and, with

respect to books and records, the right to copy) to any information in its possession or under its control that the requesting party

reasonably needs (i) to comply with reporting, filing or other requirements imposed on the requesting party by a foreign or U.S. federal,

state or local judicial, regulatory or administrative authority having jurisdiction over the requesting party or its Subsidiaries, (ii)

to enable the requesting party to institute or defend against any action, suit or proceeding in any foreign or U.S. federal, state or

local court or (iii) to enable the requesting party to implement the transactions contemplated hereby, including but not limited to performing

its obligations under this Agreement and the other Transaction Agreements (provided, however, that any information relating to

matters governed by the Tax Sharing Agreement shall be subject to the provisions thereof in lieu of this Section 5.2).

(b)

Any information owned by a party that is provided to another party pursuant to Section 5.2(a) will remain the property of the providing

party. The parties agree to cooperate in good faith to take all reasonable efforts to maintain any legal privilege that may attach to

any information delivered pursuant to this Section 5.2 or which otherwise comes into the receiving party’s possession and control

pursuant to this Agreement. Notwithstanding anything herein to the contrary, each party’s access to information shall be subject,

in all cases, to any bona fide concerns of attorney-client privilege that the other party may reasonably have and any restrictions contained

in Contracts to which the other party or any of its Subsidiaries is a party (it being understood that such party shall use its reasonable

efforts to provide any such information in a manner that does not result in such violation). Nothing contained in this Agreement will

be construed as granting or conferring license or other rights in any such information.

(c)

The party requesting any information under this Section will reimburse the providing party for the reasonable and documented incremental

out of pocket costs, if any, incurred primarily for creating, gathering and copying such information, to the extent that such costs are

incurred for the benefit of the requesting party. Costs incurred for the mutual benefit of both parties shall be allocated between the

parties on a fair and reasonable basis reflecting the relative benefit received, consistent with Section 5.14.

Section

5.3. Confidentiality.

Each

party will keep confidential for five (5) years following the Closing Date (or for three (3) years following disclosure to such party,

whichever is longer), and will use reasonable efforts to cause its officers, directors, members, employees, Affiliates and agents to

keep confidential during such period, all Proprietary Information of the other party, in each case to the extent permitted by applicable

Law. Nothing in this Section shall prohibit either party from making any disclosure reasonably determined by such party, after consultation

with counsel where practicable, to be required under applicable securities Laws, SEC rules or Nasdaq requirements; provided that the

disclosing party shall, to the extent legally permitted, provide the other party reasonable advance notice.

(a)

“Proprietary Information” means any proprietary ideas, plans and information, including information of a technological

or business nature, of a party (in this context, the “Disclosing Party”) (including all trade secrets, intellectual

property, data, summaries, reports or mailing lists, in whatever form or medium whatsoever, including oral communications, and however

produced or reproduced), that is marked proprietary or confidential, or that bears a marking of like import, or that the Disclosing Party

states is to be considered proprietary or confidential, or that a reasonable and prudent person would consider proprietary or confidential

under the circumstances of its disclosure.

(b)

Anything contained herein to the contrary notwithstanding, information of Disclosing Party will not constitute Proprietary Information

(and the other party (in this context, the “Receiving Party”) will have no obligation of confidentiality with respect

thereto), to the extent such information: (i) is in the public domain other than as a result of disclosure made in breach of this Agreement

or breach of any other agreement relating to confidentiality between the Disclosing Party and the Receiving Party; (ii) was lawfully

acquired by the Disclosing Party from a third party not bound by a confidentiality obligation; (iii) is approved for release by prior

written authorization of the Disclosing Party; or (iv) is disclosed in order to comply with a judicial order issued by a court of competent

jurisdiction, or to comply with the Laws or regulations of any Governmental Authority having jurisdiction over the Receiving Party, in

which event the Receiving Party will give prior written notice to the Disclosing Party of such disclosure as soon as or to the extent

practicable and will cooperate with the Disclosing Party in using reasonable efforts to disclose the least amount of such information

required and to obtain an appropriate protective order or equivalent, and provided, that the information will continue to be Proprietary

Information to the extent it is covered by a protective order or equivalent or is not so disclosed.

Section

5.4. Preparation of Registration Statement.

Teyame

and HCTI shall prepare, and Teyame shall file with the SEC the Registration Statement to register the shares of Teyame Common Stock under

Section 12(b) of the Exchange Act. Teyame shall use its reasonable best efforts to cause the Registration Statement to become effective

under the Exchange Act as promptly as practicable after such filing and to keep the Registration Statement effective for so long as necessary

to consummate the Distribution. Teyame shall take any action (other than qualifying to do business in any jurisdiction in which it is

not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws

in connection with the distribution of shares of Teyame Common Stock in the Distribution, and HCTI shall furnish all information concerning

HCTI and the holders of shares of HCTI Common Stock as may be reasonably requested by Teyame in connection with any such action. No filing

of, or amendment or supplement to, the Registration Statement will be made without HCTI’s consent (which may be oral or written

and shall not be unreasonably withheld, delayed, or conditioned). If at any time prior to the Closing, any information relating to HCTI,

Teyame or any of their respective Affiliates, directors or officers, should be discovered by HCTI or Teyame which should be set forth

in an amendment or supplement to the Registration Statement, so that the Registration Statement would not include any misstatement of

a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate

amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated

to the holders of HCTI Common Stock. The parties shall notify each other promptly of the receipt of any comments from the SEC or the

staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Registration Statement or

for additional information and shall supply each other with copies of (x) correspondence between it or any of its Representatives, on

the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement or the transactions

contemplated hereby and (y) all orders of the SEC relating to the Registration Statement.

Section

5.5. Nasdaq Listing.

Teyame

shall use its reasonable best efforts to cause the shares of Teyame Common Stock to be issued in the Distribution to be listed on The

Nasdaq Stock Market (“Nasdaq”) as of the Closing, subject to official notice of issuance. Each party shall be responsible

for obtaining any shareholder, Board or Board committee approval required with respect to actions taken by such party.

connection with the Nasdaq listing, HCTI shall use its reasonable best efforts to obtain any shareholder approval required by The Nasdaq

Stock Market LLC listing rules in connection with the transactions contemplated by the Share Purchase Agreement, including any approval

required by Nasdaq Rule 5635(a) in connection with the issuance of the Preferred Stock Consideration and the exercise of the pre-funded

warrants contemplated by the Share Purchase Agreement.

Section

5.6. Reasonable Best Efforts.

HCTI

and Teyame shall use their respective reasonable best efforts, and cause their respective Subsidiaries to use their respective reasonable

best efforts, (i) to complete the transactions contemplated by this Agreement and (ii) to execute and deliver the other documents and

instruments required to effect the transactions contemplated by this Agreement, in each case as soon as practicable after the date hereof.

Nothing herein shall require either party or its Board to take any action inconsistent with applicable Law, Nasdaq requirements or the

fiduciary duties of its directors.

Section

5.7. HCTI Cooperation with Form 10.

(a) HCTI

shall, and shall cause its Subsidiaries and Representatives to, cooperate with Teyame and

its counsel in the preparation, filing and pursuit of effectiveness of the Form 10, including

by (i) furnishing to Teyame all information concerning HCTI, the Acquired Companies and their

respective businesses, financial condition, results of operations and management as Teyame

may reasonably request in connection with the Form 10, (ii) providing audited and unaudited

financial statements of the Acquired Companies prepared in accordance with GAAP and the rules

and regulations of the SEC, including any financial statements required by Regulation S-X,

in such form as required for inclusion in the Form 10, and (iii) causing its officers and

directors to be available on a reasonable basis to review, comment on and verify the disclosures

in the Form 10.

(b) HCTI

shall use its reasonable best efforts to cause its independent registered public accounting

firm to cooperate with Teyame and its counsel in connection with the preparation of the Form

10, including by providing consents, comfort letters and any other customary deliverables

reasonably requested by Teyame or its counsel. Fees and expenses of HCTI’s independent

registered public accounting firm relating primarily to HCTI, HCTI’s historical reporting

obligations or information maintained for HCTI’s benefit shall be borne by HCTI. Fees

and expenses relating primarily to the preparation of Teyame’s standalone financial

statements or Teyame-specific SEC requirements shall be borne by Teyame. Costs benefiting

both parties shall be allocated on a fair and reasonable basis reflecting the relative benefit

received, in accordance with Section 5.14.

acknowledges that Teyame has retained its own securities counsel in connection with the preparation

and filing of the Form 10 and the transactions contemplated thereby. HCTI agrees to cooperate

in good faith with Teyame’s securities counsel and to provide such information, documents

and access as Teyame’s securities counsel may reasonably request in connection with

the Form 10, subject to the provisions of Section 5.2.

Section

5.8. Share Purchase Agreement Obligations.

(a) The

parties acknowledge that, as of the date hereof, certain obligations under the Share Purchase

Agreement remain outstanding, including payment of the remaining cash consideration tranches

and the management earnout. Following the Closing, Teyame shall assume, and HCTI shall be

released from, all obligations of the “Buyer” and “Parent” under

the Share Purchase Agreement to the extent relating to the Acquired Companies, including

any post-closing purchase price adjustments, indemnification obligations and earnout payment

obligations, except to the extent such obligations are expressly retained by HCTI pursuant

to this Agreement or any other Transaction Agreement. The outstanding obligations assumed

by Teyame pursuant to this Section shall be identified on a schedule delivered and mutually

approved prior to Closing, including the nature, amount or estimated amount, due date and

responsible party for each material obligation.

Notwithstanding

Section 5.9, HCTI shall remain jointly and severally liable with Teyame for payment of the remaining cash consideration tranches and

the Preferred Stock Consideration under the Share Purchase Agreement to the extent such amounts remain unpaid as of the Closing Date.

If HCTI is required to make any payment in respect of an obligation economically borne by Teyame pursuant to this Section, HCTI shall

promptly provide Teyame reasonable written evidence of such payment and Teyame shall reimburse HCTI in full within five (5) Business

Days following receipt thereof.

(b) Teyame

shall comply with the covenants applicable to the “Buyer” and “Parent”

under Article VII of the Share Purchase Agreement, including the covenant not to compete

set forth in Section 7.01 thereof, the transition obligations set forth in Section 7.02 thereof,

the confidentiality obligations set forth in Section 7.03 thereof and the conduct -of-business

covenants set forth in Section 7.04 thereof, to the extent applicable to the Acquired Companies

following the Closing.

Section

5.9. Intercompany Accounts.

Prior

to the Effective Time, HCTI and Teyame shall prepare and approve a written schedule identifying all material intercompany accounts, balances,

advances, receivables, payables and other obligations between the HCTI Group and the Teyame Group, including amounts arising under the

Advance Agreement. Such schedule shall specify whether each balance will be paid, settled, contributed to capital, distributed, forgiven

or otherwise eliminated at or prior to the Effective Time.

material intercompany balance shall remain outstanding following the Effective Time except pursuant to a written agreement approved in

accordance with the applicable related-party transaction policies of HCTI and Teyame.

Any

material settlement, capitalization, waiver or modification of an intercompany balance shall be subject to review and approval by the

applicable Disinterested Independent Committee of each party to the extent required by applicable Law, Nasdaq rules or such party’s

related-party transaction policy.

Section

5.10. SEC Reporting Obligations.

Following

the Closing, (a) Teyame shall be responsible for preparing and filing all reports, schedules, forms, statements and other documents required

to be filed by Teyame with the SEC pursuant to the Exchange Act, and (b) HCTI shall cooperate with Teyame by providing such information

concerning HCTI and the Acquired Companies relating to periods prior to the Effective Time as may be reasonably necessary for Teyame

to satisfy its reporting obligations under the Exchange Act, including any information required for Teyame’s annual report on Form

10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. For the avoidance of doubt, each party shall remain solely responsible

for the accuracy, completeness and timely filing of its own SEC reports. Neither party’s review, comment, assistance or provision

of information shall transfer or diminish the responsibility of the filing party or its principal executive and financial officers for

its SEC filings and certifications.

Section

5.11. Privileged Matters.

(a) Each

party’s rights and obligations to maintain, preserve, assert or waive any Privileges with respect to its business shall be governed

by this Section 5.11. The rights and obligations created by this Section 5.11 shall apply to all Information as to which a party would

be entitled to assert or has asserted a Privilege, without regard to the effect of the Distribution (“Privileged Information”).

(b) With

respect to Privileged Information of HCTI, HCTI shall have sole authority in perpetuity to determine whether to assert or waive any Privileges,

and, without the prior written consent of HCTI, Teyame shall take no action that could result in any waiver of any Privilege that could

be asserted by HCTI under applicable Law or this Agreement. With respect to Privileged Information of Teyame, Teyame shall have sole

authority in perpetuity to determine whether to assert or waive any Privileges, and, without the prior written consent of Teyame, HCTI

shall take no action that could result in any waiver of any Privilege that could be asserted by Teyame under applicable Law or this Agreement.

receipt by either party of any subpoena, discovery or other request from any third party that actually or arguably calls for the production

or disclosure of Privileged Information of the other party, the receiving party shall promptly notify the other party of the existence

of the request and shall provide the other party a reasonable opportunity to review such Privileged Information and to assert any rights

it may have under this Section 5.11 or otherwise to prevent the production or disclosure thereof. Neither party shall produce or disclose

to any third party any of the other party’s Privileged Information unless (i) the other party has provided its express written

consent to such production or disclosure, or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding

that such Information is not entitled to protection from disclosure under any applicable privilege, doctrine or rule.

(d) The

transfer of books, records and other Information between the parties in connection with the transactions contemplated by this Agreement

shall not constitute, and shall not be deemed, a waiver of any Privilege that has been or may be asserted under this Section 5.11 or

otherwise. Each party’s Privileged Information remains such party’s property whether or not it remains in the physical possession

of the other party following the Distribution.

Section

5.12. Retention of Information.

Each

party agrees to use its commercially reasonable efforts during the Retention Period to retain all Information in its respective possession

or control on the Distribution Date that relates to the business or operations of the other party, subject to compliance with such party’s

bona fide record retention policies as in effect on the Distribution Date. If a party desires to destroy any such Information during

the Retention Period, the destroying party shall first give thirty (30) days’ prior written notice to the other party, specifying

the Information proposed to be destroyed, and the other party shall have the right to take possession of or copy such Information prior

to its destruction. Notwithstanding the foregoing, neither party shall destroy Information subject to a litigation hold, regulatory preservation

requirement, audit request or pending governmental investigation.

Section

5.13. Auditors and Financial Statements.

(a) For

so long as HCTI is required to consolidate the results of operations and financial position of Teyame in HCTI’s financial statements,

Teyame shall (i) not change its fiscal year without HCTI’s prior written consent, (ii) provide HCTI with prior notice of any change

in the independent registered public accounting firm used by Teyame, and (iii) provide to HCTI on a timely basis all financial and other

data and Information that HCTI reasonably requires to meet its schedule for the preparation, filing and public dissemination of HCTI’s

annual and quarterly financial statements.

(b) Teyame

shall authorize its independent registered public accounting firm to make available to HCTI’s independent registered public accounting

firm the personnel who performed or will perform the annual audits and quarterly reviews of Teyame’s financial statements, and

the related work papers, so that HCTI’s auditors are able to perform the procedures they consider necessary to take responsibility

for the work of Teyame’s auditors as it relates to the report on HCTI’s financial statements, in all cases within a timeframe

sufficient to enable HCTI to meet its timetable for filing and public dissemination of its financial statements. Nothing contained herein

shall restrict the authority or responsibilities of the Teyame Audit Committee with respect to the appointment, compensation, retention,

oversight or independence of Teyame’s independent registered public accounting firm.

the extent necessary for the timely filing by HCTI of annual and quarterly reports under the Exchange Act, Teyame shall cause its principal

executive officer and principal financial officer to provide to HCTI, on a timely basis and as reasonably requested by HCTI, any certificates

requested as support for the certifications and attestations required by Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002,

as amended, to be filed with such reports, together with any written Information which such officers received or relied on as support

for such certificates.

(d) For

so long as HCTI is required to consolidate the results of Teyame, each party shall (i) consult with the other as to the timing of their

respective annual and quarterly earnings releases, (ii) give each other the opportunity to review and comment on information relating

to Teyame in such earnings releases, and (iii) make reasonable efforts to coordinate the timing of their respective earnings releases.

Neither party shall make or adopt any significant changes in its accounting estimates or accounting principles from those in effect on

the Distribution Date without first consulting with the other party. Consultation shall not limit either party’s obligation to

apply GAAP or applicable SEC requirements as independently determined by such party and its Audit Committee.

Section

5.14. Payment of Expenses.

Except

as otherwise expressly provided in this Agreement or a Transaction Agreement, all third-party fees, costs and expenses incurred in connection

with the Separation, Distribution and related transactions shall be borne by the party that is the primary beneficiary of the applicable

service, activity or transaction, irrespective of the accounting classification of such cost under GAAP.

(a) Costs

incurred primarily to establish, organize, finance or operate Teyame as a standalone public company shall be borne by Teyame.

(b) Costs

incurred primarily for the benefit of HCTI or HCTI’s stockholders, including costs attributable primarily to HCTI’s corporate,

financing, shareholder or monetization objectives, shall be borne by HCTI.

incurred for the mutual benefit of both parties shall be allocated between HCTI and Teyame on a fair and reasonable basis reflecting

the relative benefits received, as agreed in good faith by the parties and, where material, reviewed in accordance with each party’s

related-party transaction approval procedures.

(d) Each

party shall bear its own internal personnel, salary and overhead costs unless otherwise expressly agreed in writing.

(e) Nothing

in this Section shall override the specific allocation of expenses applicable to a registration or sale of Registrable Securities under

Article IX.

Section

5.15. Mail and Other Communications.

After

the Distribution Date, to the extent a party receives any mail, packages or other communications addressed to, or relating to the business

of, the other party, the receiving party shall promptly deliver such mail, packages or other communications (or, in the case of communications

that relate to both businesses, copies thereof) to the other party. The provisions of this Section 5.15 are not intended, and shall not

be deemed, to constitute an authorization by either party to permit the other party to accept service of process on its behalf, and neither

party is or shall be deemed to be the agent of the other party for service of process purposes.

Section

5.16. Related-Party Transactions and Conflicts of Interest.

Following

the Closing, all material transactions, arrangements and relationships between HCTI or any member of the HCTI Group, on the one hand,

and Teyame or any member of the Teyame Group, on the other hand, shall be treated as potential Related Party Transactions and shall be

reviewed, approved, ratified and disclosed in accordance with applicable Law, SEC requirements, Nasdaq rules and the written related-party

transaction policy of each party.

the extent required by applicable Law, Nasdaq rules or the applicable related-party transaction policy, any such transaction may be reviewed

and approved by the applicable Disinterested Independent Committee.

Any

director or executive officer having a material interest in the matter under consideration shall disclose such interest and shall not

participate in the approval of such matter except to the extent permitted by applicable Law.

Each

party shall be entitled to retain separate legal, accounting, financial or other advisers with respect to any matter in which the interests

of HCTI and Teyame may differ.

Nothing

contained in this Agreement shall require the Board, Audit Committee or any other committee of either party to take any action inconsistent

with its fiduciary duties or applicable SEC or Nasdaq requirements.

Section

5.17. Separate Books, Records and Internal Controls.

Following

the Distribution, HCTI and Teyame shall maintain separate books and records, bank accounts, accounting records and systems of internal

control appropriate to their respective businesses and SEC reporting obligations. Except pursuant to a written Transaction Agreement,

neither party shall commingle cash or other assets with the other party.

All

intercompany services, advances, reimbursements, allocations and other transactions shall be recorded contemporaneously in the books

of both parties, supported by appropriate documentation and periodically reconciled.

Each

party shall maintain disclosure controls and procedures and internal control over financial reporting appropriate to its status as a

public reporting company.

Section

5.18. Public Disclosures.

the extent reasonably practicable, each party shall provide the other a reasonable opportunity to review any public disclosure that specifically

refers to the other party or materially describes the relationship between the parties. Each party shall consider the other party’s

comments in good faith; provided, however, that each party shall retain sole authority and responsibility for its own disclosures and

shall not be required to delay or omit any disclosure that it reasonably determines is required by applicable Law, SEC rules or Nasdaq

requirements.

ARTICLE

CLOSING

Section

6.1. Closing.

Unless

this Agreement is terminated and the transactions contemplated by this Agreement abandoned pursuant to the provisions of Article VII,

the closing of the Separation (the “Closing”) will take place remotely via the exchange of executed documents on the

same day as the Effective Time, which date shall be no later than two (2) business days following satisfaction of all conditions set

forth in Section 6.2 (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction

or waiver of those conditions at such time) (the date on which the Closing actually occurs is referred to in this Agreement as the “Closing

Date”).

Section

6.2. Conditions to Closing.

(a)

The obligations of the parties to complete the transactions provided for herein are conditioned upon the absence of any injunction, Law,

regulation or court order that would prohibit the Separation.

(b)

The performance by each party of its obligations hereunder is further conditioned upon the satisfaction or waiver of:

(i)

the performance in all material respects by the other party of its covenants and agreements contained herein to the extent such are required

to be performed at or prior to the Closing;

(ii)

there being no Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority

in effect enjoining, restraining, preventing or prohibiting consummation of any of the transactions contemplated hereby or making the

consummation of any of the transactions contemplated hereby illegal;

(iii)

the Registration Statement shall have become effective under the Exchange Act and no stop order suspending the effectiveness of the Registration

Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and

(iv)

the shares of Teyame Common Stock deliverable to the stockholders of HCTI as contemplated by this Agreement shall have been approved

for listing on Nasdaq, subject to official notice of issuance.

Section

6.3. Deliveries at Closing.

(a)

HCTI. At the Closing, HCTI will deliver or cause to be delivered to Teyame:

(i)

the Transition Services Agreement duly executed by an authorized officer of HCTI;

(ii)

the Tax Sharing Agreement duly executed by an authorized officer of HCTI; and

(iii)

a secretary’s certificate certifying that the HCTI Board has authorized the execution, delivery and performance by HCTI of this

Agreement and the other Transaction Agreements, which authorization will be in full force and effect at and as of the Closing.

(b)

Teyame. At the Closing, Teyame will deliver or cause to be delivered to HCTI:

(i)

the Transition Services Agreement duly executed by an authorized officer of Teyame;

(ii)

the Tax Sharing Agreement duly executed by an authorized officer of Teyame; and

(iii)

a secretary’s certificate certifying that the Teyame Board has authorized the execution, delivery and performance by Teyame of

this Agreement and the other Transaction Agreements, which authorization will be in full force and effect at and as of the Closing.

(iv)

the final intercompany account settlement schedule contemplated by Section 5.9; and

(v)

certificates confirming adoption of applicable related-party transaction, disclosure and public-company governance policies.

ARTICLE

VII

TERMINATION

Section

7.1. Termination.

This

Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by the written

agreement of HCTI and Teyame.

Section

7.2. Effect of Termination.

the event of any termination of this Agreement as provided by Section 7.1, this Agreement will immediately become void and the parties

hereto will have no liability whatsoever to each other with respect to the transactions contemplated hereby.

ARTICLE

VIII

REGISTRATION

RIGHTS

Section

8.1. Demand Registration.

(a)

At any time on or after the Distribution, or such earlier time as Teyame and HCTI may mutually agree, HCTI shall have the right to request

(a “Demand Registration Request”) that Teyame register the offer and sale of all or any portion of the Registrable

Securities held by HCTI on a registration statement on Form S-1 or, if Teyame is then eligible, on Form S-3 (a “Demand Registration”).

A Demand Registration Request shall specify the aggregate number of Registrable Securities requested to be registered and, to the extent

then known, the intended method of disposition. Teyame shall use its commercially reasonable efforts to file such registration statement

within sixty (60) days (in the case of a registration statement on Form S-3) or seventy-five (75) days (in the case of a registration

statement on Form S-1) of receipt of such Demand Registration Request and to cause such registration statement to become effective as

soon as reasonably practicable thereafter.

(b)

Prior to the time Teyame becomes eligible to conduct a registration on Form S-3, Teyame shall not be obligated to effect more than two

(2) Demand Registrations on Form S-1 in any calendar year. From and after the time Teyame becomes eligible to conduct a registration

on Form S-3, Teyame shall not be obligated to effect more than two (2) Demand Registrations on Form S-3 in any calendar year.

Section

8.2. Shelf Registration.

HCTI requests that Teyame file a registration statement on Form S-3 (a “Shelf Registration Statement”) with respect

to the resale of Registrable Securities under Rule 415 under the Securities Act, and at such time Teyame is eligible to file a registration

statement on Form S-3, Teyame shall (a) within sixty (60) days of such request, file with the SEC such Shelf Registration Statement,

and (b) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities

Act as promptly as practicable thereafter. Teyame shall use its commercially reasonable efforts to keep such Shelf Registration Statement

continuously effective under the Securities Act until the earlier of (i) the date as of which all Registrable Securities have been sold

pursuant to the Shelf Registration Statement or another registration statement filed under the Securities Act and (ii) the date as of

which HCTI is permitted to sell its Registrable Securities without registration pursuant to Rule 144 under the Securities Act without

volume limitations or other restrictions on transfer thereunder. HCTI shall reasonably coordinate the timing and manner of any material

shelf takedown with Teyame so as to minimize material disruption to Teyame’s financing, investor relations and disclosure activities.

Section

8.3. Piggyback Registration.

at any time after the Distribution Date, Teyame proposes to register the offer and sale of any of its equity securities under the Securities

Act (other than a registration on Form S-4 or Form S-8 or any successor forms), whether for its own account or for the account of others,

Teyame shall give written notice to HCTI at least ten (10) business days prior to the initial filing of such registration statement with

the SEC, informing HCTI of its intent to file such registration statement and of HCTI’s right to request the inclusion of Registrable

Securities. HCTI shall have the right, within seven (7) business days after the date such notice is given, to request that Teyame include

in such registration such number of Registrable Securities as HCTI may request. If the managing underwriter of any such underwritten

offering advises Teyame that, in its opinion, the number of securities requested to be included in such registration exceeds the number

that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities

offered, then Teyame shall include in such registration (i) first, all securities Teyame proposes to offer, and (ii) second, and only

if all securities in clause (i) have been included, Registrable Securities requested by HCTI, in such amount as will not exceed the managing

underwriter’s recommended maximum.

Section

8.4. Registration Expenses.

Teyame

shall pay all registration expenses in connection with all registrations of Registrable Securities pursuant to this Article VIII, including

all SEC registration and filing fees, fees and expenses of complying with securities and blue sky laws, fees and disbursements of counsel

for Teyame and of its independent registered public accounting firm, and all expenses incidental to delivery of the Registrable Securities.

Notwithstanding the foregoing, HCTI shall be responsible for (a) all underwriting discounts, commissions and transfer taxes applicable

to the Registrable Securities sold by HCTI, and (b) its own internal and legal fees and expenses.

Section

8.5. Indemnification for Registration.

(a)

In connection with any registration of Registrable Securities pursuant to this Article X, Teyame shall indemnify and hold harmless HCTI

and its directors, officers, employees and agents, and each Person who controls HCTI within the meaning of the Securities Act, against

any and all Losses arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in

any registration statement, any related prospectus, or any amendment or supplement thereto, or (ii) any omission or alleged omission

to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,

however, that Teyame shall not be liable to any Person to the extent that any such Loss arises out of or relates to any untrue

statement or alleged untrue statement, or any omission or alleged omission, made in reliance upon and in conformity with information

furnished to Teyame by or on behalf of HCTI expressly for use therein.

(b)

In connection with any registration of Registrable Securities pursuant to this Article VIII, HCTI shall indemnify and hold harmless Teyame,

its directors, officers, employees and agents, each underwriter participating in such offering, and each Person who controls Teyame or

any such underwriter within the meaning of the Securities Act, against any and all Losses arising out of or based upon any information

furnished in writing by HCTI or on HCTI’s behalf expressly for use in any registration statement, any related prospectus, or any

amendment or supplement thereto. HCTI’s liability under this Section 8.5(b) shall not in any event exceed the gross proceeds received

by HCTI from the sale of its Registrable Securities in such registration.

limitation of liability contained in this Section shall apply to fraud, willful misconduct or knowing violations of applicable securities

Laws.

Section

8.6. Rule 144; Form S-3.

Teyame

shall use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 under the Securities Act

are satisfied. Teyame shall use its commercially reasonable efforts to cause all conditions to the availability of Form S-3 under the

Securities Act to be met as soon as reasonably practicable after the Distribution Date. Costs incurred by Teyame in maintaining its general

eligibility and compliance as a public company shall be borne by Teyame.

Section

8.7. Term.

This

Article VIII shall remain in effect until all Registrable Securities held by HCTI have been transferred to other Persons or are no longer

outstanding.

ARTICLE

MISCELLANEOUS

Section

9.1. Survival of Covenants.

The

covenants and agreements of the parties hereto contained in this Agreement that contemplate performance prior to the Closing, shall terminate

and be of no further force and effect from and after the Closing and no party shall have any liability with respect thereto from and

after the Closing, other than the liability pursuant to a fraud, breach or covered under other indemnification obligations. The covenants

and agreements of the parties hereto contained in this Agreement that contemplate performance at or following the Closing shall survive

the Closing until such covenants have been fully performed.

Section

9.2. Specific Performance.

Each

party hereto hereby acknowledges that the benefits to the other party of the performance by such party of its obligations under this

Agreement are unique and that the other party hereto is willing to enter into this Agreement only in reliance that such party will perform

such obligations, and agrees that monetary damages may not afford an adequate remedy for any failure by such party to perform any of

such obligations. Accordingly, each party hereby agrees that the other party will have the right to enforce the specific performance

of such party’s obligations hereunder and irrevocably waives any requirement for securing or posting of any bond or other undertaking

in connection with the obtaining by the other party of any injunctive or other equitable relief to enforce their rights hereunder.

Section

9.3. No Third-Party Beneficiary Rights.

Except

for the provisions of Section 9.2, nothing expressed or referred to in this Agreement is intended or will be construed to give any Person

other than the parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or with

respect to this Agreement, or any provision hereof, it being the intention of the parties hereto that this Agreement and all of its provisions

and conditions are for the sole and exclusive benefit of the parties to this Agreement and their respective successors and assigns.

Section

9.4. Notices.

All

notices and other communications hereunder shall be in writing and shall be delivered in person, by email, by overnight courier or sent

by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered in person, or when so received

by email or courier, or, if mailed, three (3) calendar days after the date of mailing, as follows:

to HCTI:

Healthcare

Triangle, Inc.

7901

Stoneridge Drive, Suite 210

Pleasanton,

California 94588

Attention:

Email:

With

a copy to (which alone shall not constitute notice):

Sichenzia

Ross Ference Carmel LLP

1185

Avenue of the Americas, 26th Floor

Attention:

Ross Carmel, Esq.

Email:

rcarmel@srfc.law

to Teyame:

Teyame

AI Holdings, Inc.

7901

Stoneridge Drive, Suite 210

Pleasanton,

California 94588

Attention:

[●]

Email:

[●]

With

a copy to (which alone shall not constitute notice):

[*]

Attention:

[*]

Email:

[*]

to such other address as the party to whom notice is given may have previously furnished to the other party in writing in the manner

set forth above.

Section

9.5. Entire Agreement.

This

Agreement together with the other Transaction Agreements (in each case, including the Exhibits and Schedules attached hereto and thereto)

embodies the entire understanding among the parties relating to the subject matter hereof and thereof and supersedes and terminates any

prior agreements and understandings among the parties with respect to such subject matter, and no party to this Agreement shall have

any right, responsibility or liability under any such prior agreement or understanding. Any and all prior correspondence, conversations

and memoranda are merged herein and shall be without effect hereon. No promises, covenants or representations of any kind, other than

those expressly stated herein and in the other agreements referred to above, have been made to induce either party to enter into this

Agreement.

Section

9.6. Binding Effect; Assignment.

This

Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and permitted assigns. Except with respect to a merger of a party, neither this Agreement nor any of the rights, interests

or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party; provided,

however, that HCTI and Teyame may assign their respective rights, interests, duties, liabilities and obligations under this Agreement

to any of their respective wholly-owned Subsidiaries, but such assignment shall not relieve HCTI or Teyame, as the assignor, of its obligations

hereunder.

Section

9.7. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This

Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to Contracts executed

in and to be performed entirely within that State, without giving effect to any choice or conflict of laws provisions or rules that would

cause the application of the laws of any other jurisdiction.

(b) Subject

to Section 9.8, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and

the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the

rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined

exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware

Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).

Each of the parties hereto hereby irrevocably submits with regard to any such Action or proceeding for itself and in respect of its property,

generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating

to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the

parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action or proceeding

with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any

reason other than the failure to serve in accordance with this Section 9.7, (ii) any claim that it or its property is exempt or immune

from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment

prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted

by the applicable Law, any claim that (x) the suit, Action or proceeding in such court is brought in an inconvenient forum, (y) the venue

of such suit, Action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such

courts. Process in any such suit, Action or proceeding may be served on any party anywhere in the world, whether within or without the

jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in

Section 9.4 shall be deemed effective service of process on such party.

PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT

OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY PARTY

IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section

9.8. Dispute Resolution.

(a) The

parties hereto mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable

manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including

any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between parties

hereto in connection with this Agreement, then the Dispute, upon written request of either party, will be referred for resolution to

the president (or similar position) of the division implicated by the matter for each party hereto, which presidents will have fifteen

(15) days to resolve such Dispute. If the presidents of the relevant divisions for each party hereto do not agree to a resolution of

such Dispute within fifteen (15) days after the reference of the matter to them, such presidents of the relevant divisions will refer

such matter to the president of each party for final resolution. Notwithstanding anything to the contrary in this Section 9.8, any amendment

to the terms of this Agreement may only be effected in accordance with Section 9.10.

(b) In

the event that the Dispute is not resolved in a friendly manner as set forth in Section 9.8(a), either party involved in the Dispute

may submit the dispute to binding arbitration pursuant to this Section 9.8(b). All Disputes submitted to arbitration pursuant to this

Section 9.8(b) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless

the parties mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association

shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder

may be initiated by either party making a written request to the American Arbitration Association, together with any appropriate filing

fee, at the office of the American Arbitration Association in San Jose, California. All arbitration proceedings shall be held in the

city of San Jose, California in a location to be specified by the arbitrators (or any place agreed to by the parties and the arbitrators).

The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed

upon by the parties. If the parties fail to agree on an arbitrator within thirty (30) days after notice of commencement of arbitration,

the American Arbitration Association shall, upon the request of either party to the Dispute, appoint the arbitrator. Any order or determination

of the arbitral tribunal shall be final and binding upon the parties to the arbitration as to matters submitted and may be enforced by

either party to the Dispute in any court having jurisdiction over the subject matter or over either party. All costs and expenses incurred

in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the party incurring

such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver

or estoppel to affect adversely the rights of either party.

in this Section 9.8 will prevent either party from immediately seeking injunctive or interim relief in the event (i) of any actual or

threatened breach of any of the provisions of Section 5.3 or (ii) that the Dispute relates to, or involves a claim of, actual or threatened

infringement of intellectual property. All such actions for injunctive or interim relief shall be brought in a court of competent jurisdiction

in accordance with Section 9.7. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, and further

remedies may be pursued in accordance with Section 9.8(a) and Section 9.8(b) above.

(d) Notwithstanding

anything to the contrary in this Agreement, the parties hereto, but none of their respective Affiliates, are entitled to commence a dispute

resolution procedure under this Agreement, whether pursuant to this Section 9.8 or otherwise, and each party hereto will cause its respective

Affiliates not to commence any dispute resolution procedure other than through such party as provided in this Section 9.8.

Section

9.9. Severability.

Any

provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability

in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that

any provision of this Agreement is prohibited or unenforceable in any jurisdiction, the parties shall negotiate in good faith to modify

this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the provisions

contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section

9.10. Amendments; Waivers.

Any

provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case

of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any

single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies

provided by applicable Laws. Any consent provided under this Agreement must be in writing, signed by the party against whom enforcement

of such consent is sought.

Section

9.11. No Strict Construction; Interpretation.

(a) The

parties hereto each acknowledge that this Agreement has been prepared jointly by the parties hereto and shall not be strictly construed

against any party hereto.

(b) When

a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article of, a Section

of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement

are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”,

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation”. 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. All terms defined

in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless

otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of

such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined

or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from

time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the

case of statutes) by succession of comparable successor statutes and references to agreements and instruments include all attachments

thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns and references

to a party means a party to this Agreement.

Section

9.12. Conflicts with Tax Sharing Agreement.

the event of a conflict between this Agreement and the Tax Sharing Agreement, the provisions of the Tax Sharing Agreement shall prevail.

Section

9.13. Headings.

The

headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of

this Agreement.

Section

9.14. Counterparts.

This

Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original, and all of which together

shall constitute one and the same agreement. The Agreement may be delivered by facsimile or email scan transmission of a signed copy

thereof.

Section

9.15. Limitation of Liability.

NO EVENT SHALL EITHER PARTY OR ANY OF ITS SUBSIDIARIES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS SUBSIDIARIES FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING

IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER,

THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LOSSES AS SET FORTH IN ARTICLE VIII

OR ARTICLE IX OR IN ANY TRANSACTION AGREEMENT.

Notwithstanding

the foregoing, the limitations contained in this Section shall not apply to:

(i) fraud

or fraudulent misrepresentation;

(ii) willful

misconduct or gross negligence;

(iii) breach

of confidentiality or misuse of proprietary information;

(iv) indemnification

obligations under Article VIII;

(v) payment,

reimbursement or expense-allocation obligations expressly set forth herein; or

(vi) liabilities

arising under applicable securities Laws to the extent such liabilities may not lawfully

be limited.

[signature

page follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HEALTHCARE TRIANGLE, INC.

By:

/s/ Sujatha Ramesh

Name:

Sujatha Ramesh

Title:

COO, Executive Director

TEYAME AI HOLDINGS, INC.

By:

/s/ David Ayanoglou

Name:

David Ayanoglou

Title:

Director

SCHEDULE

SEPARATION

PLAN

HCTI

shall cause approximately [*] shares of Teyame Common Stock, comprising approximately [*] percent ([*]%) of the total issued and outstanding

shares of Teyame Common Stock, to be distributed pro rata to the holders of HCTI Common Stock by means of book-entry transfer through

the Distribution Agent (the “Distribution”).

EXHIBIT

TRANSITION

SERVICES AGREEMENT

[To

be attached]

EXHIBIT

TAX

SHARING AGREEMENT

[To

be attached]

EXHIBIT

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF TEYAME

[To

be attached]

EXHIBIT

AMENDED

AND RESTATED BYLAWS OF TEYAME

[To

be attached]

EX-10.1 — TRANSITION SERVICES AGREEMENT, DATED AS OF SEPTEMBER 2, 2026, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND TEYAME AI HOLDINGS, INC

EX-10.1

Filename: ea030485401ex10-1.htm · Sequence: 3

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

HEALTHCARE TRIANGLE, INC.

and

TEYAME AI HOLDINGS, INC.

DATED AS OF September 2, 2026

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of

September 2nd, 2026 (this “Services Agreement”), is entered into by and between Healthcare Triangle, Inc.,

a Delaware corporation (“HCTI”), and Teyame AI Holdings, Inc., a Delaware corporation and wholly owned Subsidiary of

HCTI (“Teyame”). Capitalized terms used herein but not defined herein shall have the meaning set for the in that certain

Separation and Distribution Agreement, dated as of September 2nd, 2026, by and between HCTI and Teyame (the “Separation

Agreement”).

WHEREAS, Teyame is, and prior to the Separation

(as defined in the Separation Agreement) was, a wholly owned Subsidiary of HCTI, and HCTI formed Teyame as a wholly-owned Subsidiary incorporated

under the laws of the State of Delaware for the purpose of acquiring and holding the Acquired Companies (as defined in the Share Purchase

Agreement);

WHEREAS, on the date hereof, HCTI has completed

the Spin-off;

WHEREAS, in connection therewith, (a) Teyame desires

to procure certain services from HCTI, and HCTI is willing to provide such services to Teyame, during a transition period commencing on

the Effective Date, on the terms and conditions set forth in this Services Agreement; and (b) HCTI may procure certain services from Teyame,

and Teyame may provide such services to HCTI, during the period commencing on the Effective Date, on the terms and conditions set forth

in this Services Agreement.

NOW THEREFORE, in consideration of the mutual

agreements, covenants and other provisions set forth in this Services Agreement, the Parties hereby agree as follows:

ARTICLE I

Definitions

1.01. All terms used herein and not defined herein shall have

the meanings assigned to them in the Separation Agreement.

ARTICLE II

Agreement To Provide and Accept Services

2.01. Provision of Services.

(a) On the terms and subject to the conditions

contained herein, HCTI shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees or sub-contractors

designated by HCTI (such designated Subsidiaries, Affiliates and employees, being herein collectively referred to as the “HCTI

Service Providers”) to provide to Teyame, the services (“HCTI Services”) listed on Schedule 1 hereto (together

with Schedule 2, the “Schedules”) as being performed by HCTI. Subject to Section 3.01, any decisions as to which

of the HCTI Service Providers (including the decisions to use third parties) shall provide the HCTI Services shall be made by HCTI in

its sole discretion, except to the extent specified in Schedule 1. Each HCTI Service shall be provided in exchange for the consideration

set forth with respect to such HCTI Service on Schedule 1 or as the Parties may otherwise agree in writing. Each HCTI Service shall be

provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule 1.

(b) On the terms and subject

to the conditions contained herein, Teyame shall provide, or shall cause its Subsidiaries and Affiliates and their respective employees

or sub-contractors designated by it (such designated Subsidiaries, Affiliates and employees, together with Teyame, being herein collectively

referred to as the “Teyame Service Providers” and together with the HCTI Service Providers, the “Service Providers”)

to provide to HCTI, the services (“Teyame Services” and together with the HCTI Services, the “Services”)

listed on Schedule 2 hereto as being performed by Teyame. Subject to Section 3.01, any decisions as to which of the Teyame Service

Providers (including the decisions to use third parties) shall provide the Teyame Services shall be made by Teyame in its sole discretion,

except to the extent specified in Schedule 2. Each Teyame Service shall be provided in exchange for the consideration set forth with respect

to such Teyame Service on Schedule 2 or as the Parties may otherwise agree in writing. Each Teyame Service shall be provided and accepted

in accordance with the terms, limitations and conditions set forth herein and on Schedule 2.

Agreement, the term “Receiving Party” shall mean the Party receiving Services.

2.02. Books and Records;

Availability of Information. Each Party shall create and maintain accurate books in connection with the provision of the

Services performed by it and, upon reasonable notice from the other Party, shall make available for inspection and copy by such

other Party’s agents such records during reasonable business hours. Each Party shall make available on a timely basis to the

Service Providers all information and materials reasonably requested by such Service Providers to enable them to provide the

Services. Each Party shall provide to the Service Providers reasonable access to such Party’s premises to the extent necessary

for the purpose of providing the Services.

ARTICLE III

Services; Payment; Independent Contractors

3.01. Services To Be

Provided.

(a) Unless otherwise agreed

by the Parties (including to the extent specified in the applicable Schedule), (i) the Service Providers shall be required to perform

the Services only in a manner, scope, nature and quality as previously provided to HCTI that is similar in all material respects to the

manner in which such Services were performed immediately prior to the Effective Date, and (ii) the Services shall be used for substantially

the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as the Services

have been used immediately prior to the Effective Date; provided, however, that the applicable Schedule shall control the

scope of the Service to be performed (to the extent provided therein), unless otherwise agreed in writing. Each Party and the Service

Providers shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of any other Party

or any of such Party’s Affiliates.

(b) The provision of Services

by Service Providers shall be subject to Article V hereof.

its reasonable efforts to reduce or eliminate its dependency on the Services as soon as is reasonably practicable; provided that

a breach of this Section 3.01(c) shall not affect a Service Provider’s obligation to provide any Service through the term

applicable to such Service.

3.02. The Parties will use good-faith efforts

to reasonably cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include

obtaining all consents, licenses or approvals necessary to permit each Party to perform its obligations hereunder; provided, however,

under no circumstances shall any Service Provider be required to make any payments to any third party in respect of any such consents,

licenses or approvals nor shall any Service Provider be required to make any alternative arrangements in the event that any such consents,

licenses or approvals are not obtained.

3.03. Additional Services.

(a) From time to time during the term, each of HCTI and Teyame may request the other Party (i) to provide

additional (including as to volume, amount, level or frequency, as applicable) or different services which the other Party is not expressly

obligated to provide under this Agreement if such services are of the type and scope provided within HCTI during the twelve-month period

prior to the Effective Date or (ii) expand the scope of any Service (such additional or expanded services, the “Additional Services”).

The Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such

Additional Service; provided, no Party shall be obligated to provide any Additional Services if it does not, in its reasonable

judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere

with the operation of its business. The Party receiving the request for Additional Services shall notify the requesting Party within fifteen

(15) days as to whether it will or will not provide the Additional Services.

(b) If a Party agrees to provide Additional Services pursuant to Section 3.03(a), then a representative of

each party shall in good faith negotiate the terms of a supplemental Schedule to this Agreement which will describe in detail the service,

project scope, term, price and payment terms to be charged for the Additional Service. Once agreed to in writing, the supplemental Schedule

shall be deemed part of this Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder,

in each case subject to the terms and conditions of this Agreement.

3.04. Payments.

(a) Statements will be delivered

to the Receiving Party within fifteen days after the end of each month by the Service Providers designated by each Party for Services

provided to the Receiving Party during the preceding month, and each such statement shall set forth a brief description of such Services,

the amounts charged therefor, and, except as the Parties may agree, such amounts shall be due and payable by the Receiving Party within

15 days after the date of such statement. Statements not paid within such 15-day period shall be subject to late charges, calculated at

an interest rate per annum equal to the Prime Rate plus 2% (or the maximum legal rate, whichever is lower), and calculated for the actual

number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment. Payments

shall be made by wire transfer to an account designated in writing from time to time by Service Provider. The decision to apply such interest

charges shall remain with the Party whose invoice payment is so delayed.

(b) Where a Party disagrees

or disputes with any invoice, it shall inform the Other Party immediately, no later than 3 days after receiving the invoice. In such a

case, both Parties shall endeavor best efforts to resolve any dispute and not withhold the payment of an invoice unnecessarily.

3.05. Disclaimer of Warranty. EXCEPT

AS EXPRESSLY SET FORTH IN THIS SERVICES AGREEMENT, THE SERVICES TO BE PURCHASED UNDER THIS SERVICES AGREEMENT ARE FURNISHED ON AN AS-IS-WHERE-IS

BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR

ANY PARTICULAR PURPOSE. In the event that the provision of any Service for the account of a Receiving Party by a Service Provider conflicts

with such Service Provider’s provision of such Service for its own account, priority for the provision of such Service shall be

allocated in a equitable manner on an aggregate basis, and in a manner consistent with the Receiving Party’s level of use of such

Service during the twelve-month period prior to the Effective Date up to the Effective Date (or as described in the applicable Schedule).

3.06. Taxes. In the event that any

Tax is, or may become, due to new laws or regulations coming into effect, properly chargeable on the provision of the Services as indicated

on the applicable Schedule, the Receiving Party shall be responsible for and shall pay the amount of any such Tax in addition to and at

the same time as the Service fees. All Service fees and other consideration will be paid free and clear of and without withholding or

deduction for or on account of any Tax, except as may be required by law.

3.07. Use of Services. The Receiving

Party shall not, and shall cause its Affiliates not to, resell any Services to any person whatsoever or permit the use of the Services

by any person other than in connection with the conduct of the Receiving Party’s operations as conducted immediately prior to the

Effective Date.

ARTICLE IV

Term of Services

4.01. The provision of Services shall commence

on the Effective Date and shall and shall continue until mutually terminated by HCTI and Teyame or as of the date indicated for each such

Service on the applicable Schedule; provided, however, that subject to the applicable Schedule, any Service may be cancelled

or reduced in amount or any portion thereof by the Receiving Party upon 90 days’ written notice thereof (or such other notice period

if one is set forth for such Service on the applicable Schedule) subject to the requirement that the Receiving Party pay to the Service

Provider the actual out-of-pocket costs incurred by the Service Provider, as well as the actual incremental internal costs incurred by

the Service Providers, in each case directly resulting from such cancellation (including employee severance and other termination costs),

which out-of-pocket and internal costs shall be set forth in a written statement provided by the Service Provider to the Receiving Party;

provided, further, that such costs shall not exceed amounts payable hereunder in respect of the applicable Service for the

90 days prior to such termination. The forgoing notwithstanding and subject to Section 7.02, (1) a Service Provider may immediately

terminate any individual Service provided to a Receiving Party in the event that the Receiving Party fails to make payments for such Service

under Section 3.02 and has not cured such failure within 30 days of written notice of such failure from the Service Provider, and (2)

upon 90 days’ written notice, the Service Provider may terminate any Service provided to the Receiving Party at such time as the

Service Provider no longer provides the same Service to itself for its own account.

4.02. In the event a Receiving Party requests

an extension of the term of provision of Services, such request shall be considered in good faith by the Service Provider. Any terms,

conditions or costs or fees to be paid by the Receiving Party for Services provided during an extended term will be on mutually acceptable

terms. For the avoidance of doubt, under no circumstances shall a Service Provider be required to extend the term of provision of any

Service if (i) the Service Provider does not, in its reasonable judgment, have adequate resources to continue providing such Services,

(ii) the extension of the term would interfere with the operation of the Service Provider’s business or (iii) the extension would

require capital expenditure on the part of the Service Provider or otherwise require the Service Provider to renew or extend any Contract

with any third party.

ARTICLE V

Force Majeure

5.01. The Service Providers shall not be

liable for any expense, loss or damage whatsoever arising out of any interruption of Service or delay or failure to perform under this

Services Agreement that is due to acts of God, acts of a public enemy, acts of terrorism, pandemic or epidemic, acts of a nation or any

state, territory, province or other political division thereof, changes in applicable law, fires, floods, epidemics, riots, theft, quarantine

restrictions, freight embargoes or other similar causes beyond the reasonable control of the Service Providers. In any such event, the

Service Providers’ obligations hereunder shall be postponed for such time as its performance is suspended or delayed on account

thereof. Each Service Provider will promptly notify the recipient of the Service, either orally or in writing, upon learning of the occurrence

of such event of force majeure. Upon the cessation of the force majeure event, such Service Provider will use commercially reasonable

efforts to resume, or to cause any other relevant Service Provider to resume, its performance with the least practicable delay (provided

that, at the election of the applicable Receiving Party, the applicable term for such suspended Services shall be extended by the length

of the force majeure event).

ARTICLE VI

Liabilities

6.01. Consequential and Other

Damages. Except as otherwise provided in the Separation and Distribution Agreement, none of the Service Providers shall be

liable to the Receiving Party with respect to this Services Agreement, whether in contract, tort (including negligence and strict

liability) or otherwise, for any special, indirect, incidental or consequential damages whatsoever (except, in each case, to the

extent any such amount is paid to third parties by a Receiving Party or its Affiliates) which in any way arise out of, relate to or

are a consequence of, the performance or nonperformance by it hereunder or the provision of, or failure to provide, any Service

hereunder, including with respect to loss of profits, business interruptions or claims of customers.

6.02. Limitation of Liability.

Subject to Section 6.03 hereof, the liability of any Service Provider with respect to this Services Agreement or any act or

failure to act in connection herewith (including, but not limited to, the performance or breach hereof), or from the sale, delivery,

provision or use of any Service provided under or covered by this Services Agreement, whether in contract, tort (including

negligence and strict liability) or otherwise, shall be limited to actions or omissions resulting from intentional breach of this

Services Agreement or gross negligence, and, in any event, such liability shall not exceed the fees previously paid to such Service

Provider under this Services Agreement.

6.03. Obligation To

Re-perform. In the event of any breach of this Services Agreement by any Service Provider resulting from any error or defect in

the performance of any Service (which breach Service Provider can reasonably be expected to cure by re-performance in a commercially

reasonable manner), the Service Provider shall use its reasonable commercial efforts to correct in all material respects such error,

defect or breach or reperform in all material respects such Service at the request of the Receiving Party.

6.04. Indemnity. Except as

otherwise provided in this Service Agreement (including the limitation of liability provisions in this Article VI), each

Party shall indemnify, defend and hold harmless the other Party from and against any Liability arising out of the intentional breach

or gross negligence of the indemnifying Party or its Affiliates, employees, agents, or contractors (including with respect to the

performance or nonperformance of any Service hereunder).

ARTICLE VII

Termination

7.01. Termination.

Notwithstanding anything herein to the contrary, this Services Agreement shall terminate, and the obligation of the Service

Providers to provide or cause to be provided any Service shall cease, on the earliest to occur of (i) the last date indicated for

the termination of any Service on the Schedules, as the case may be, or (ii) the date on which this Services Agreement is terminated

by Teyame and HCTI, as the case may be, in accordance with the terms of Section 7.02 hereof; provided that, in each

case, no such termination shall relieve any Party of any liability for any breach of any provision of this Services Agreement prior

to the date of such termination.

7.02. Breach of Services

Agreement; Dispute Resolution. Subject to Article VI hereof, and without limiting a Party’s obligations under

Section 4.01, if a Party shall cause or suffer to exist any material breach of any of its obligations under this Services Agreement,

including any failure to make a payment within 30 days after receipt of the statement describing the Services provided for pursuant

to Section 3.04 with respect to more than one Service provided hereunder, and that Party does not cure such default in all material

respects within 30 days after receiving written notice thereof from the non-breaching Party, the non-breaching Party shall have the

right to terminate this Services Agreement immediately thereafter. In the event a dispute arises between the Parties regarding the

terms of this Services Agreement, such dispute shall be governed by Article X of the Separation and Distribution Agreement.

7.03. Sums Due. In addition to

any other payments required pursuant to this Service Agreement, in the event of a termination of this Services Agreement, the

Service Providers shall be entitled to the immediate payment of, and the Receiving Party shall within three Business Days, pay to

the Service Providers, all accrued amounts for Services, Taxes and other amounts due under this Services Agreement as of the date of

termination.

7.04. Effect of Termination. Section

2.02 hereof and Articles V, VI, VII and VIII hereof shall survive any termination of this Services

Agreement.

ARTICLE VIII

Miscellaneous

8.01. Incorporation of Separation

and Distribution Agreement Provisions. The following provisions of the Separation and Distribution Agreement are hereby

incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth

herein (references in this Section 8.01 to an “Article” or “Section” shall mean Articles or Sections

of the Separation and Distribution Agreement, and references in the material incorporated herein by reference shall be references to

the Separation and Distribution Agreement): Sections 14.02, 14.03, 14.06, 14.07, 14.09, 14.10, 14.11, 14.14

and 14.15.

8.02. Ownership of Work

Product. Subject to the terms of the Separation and Distribution Agreement, (i) each Service Provider acknowledges and agrees

that it will acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from

the provision of Services hereunder for the Receiving Party’s exclusive use and such work product shall remain the exclusive

property of the Receiving Party and (ii) each Receiving Party acknowledges and agrees that it will acquire no right, title or

interest (other than a non-exclusive, worldwide right of use) to any work product resulting from the provision of Services hereunder

that is not for the Receiving Party’s exclusive use and such work product shall remain the exclusive property, subject to

license, of the Service Provider.

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be executed by their duly authorized representatives.

HEALTHCARE TRIANGLE, INC.

By:

/s/ Sujatha Ramesh

Name:

Sujatha Ramesh

Title:

COO, Executive Director

TEYAME AI HOLDINGS, INC.

By:

/s/ David Ayanoglou

Name:

David Ayanoglou

Title:

Director

SCHEDULE 1

HCTI SERVICES

The following services shall be provided by HCTI to Teyame during the

applicable Term:

Description of Service

Designated Service Provider

Scope & Service Level

Service Term

Fees/Consideration

Accounting Services

HCTI*

Book-keeping, Accounts Payable and Receivable Operations, GL Maintenance,

Treasury Management including maintaining and managing banking operations, funding and loans management, Financial Reporting including

adherence to NASDAQ requirements, Internal Controls, Budgeting and Forecasting, Audit Support and Coordination, Responding to regulatory

/ SEC comments or queries where applicable, US State and Federal Tax filings etc.

(note the scope and services above are inclusive and not exhaustive)

Open, unless expressly agreed or terminated in writing

Admin, Corporate and HR

HCTI*

US State and Federal Annual Returns, Board of Director Meetings, AGM

management, Employee onboarding / termination, payroll processing, insurance management, managing employee information systems, Building

access, Office space, layout and workspace design, Office services, Utilities etc.

(note the scope and services above are inclusive and not exhaustive)

-same as above -

Legal and Compliance

HCTI*

Legal cases, lawsuits or claims filed by or against the Company (excluding

lawsuits or claims filed by HCTI against Teyame), Managing compliance with laws and regulations

(note the scope and services above are inclusive and not exhaustive)

-same as above -

Contracting Services

HCTI*

Contracting and Procurement services of all kinds

(note the scope and services above are inclusive and not exhaustive)

-same as above -

Information Technology

HCTI*

Building and maintaining IT infrastructure and workspaces, Access Management,

Cybersecurity, Data Management, Website management, IT Domains,

(note the scope and services above are inclusive and not exhaustive)

-same as above -

* Note: HCTI includes HCTI employees, sub-contractors, consultants,

specialists including 3rd party consultants who may be hired by HCTI from time to time.

SCHEDULE 2

TEYAME SERVICES

The following services shall be provided by Teyame to HCTI during the

applicable Term:

Description of Service

Designated Service Provider

Scope & Service Level

Service Term

Fees/Consideration

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