Representative’s Warrant Agreement


 


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


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE
PRIOR TO APRIL 11, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER 12, 2026.


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of 261,000 Shares of Common Stock


of


HEALTHCARE TRIANGLE, INC.


 


1. Purchase Warrant. THIS CERTIFIES THAT,
in consideration of funds duly paid by or on behalf of Platinum Arc LLC (“Holder”), as registered owner of this Purchase
Warrant, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), Holder is entitled, from April 11, 2022
(the “Commencement Date”), and at or before 5:00 p.m., Eastern time, October 12, 2026 (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 261,000 shares of common stock of the Company,
par value $0.00001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $4.40 per Share; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the
exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The
term “Effective Date” shall mean October 12, 2021, the date on which the Registration Statement on Form S-1 (File No.
333-259180) of the Company was declared effective by the Securities and Exchange Commission (“Registration Statement”).


 


2. Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire
transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall
become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2 Cashless Exercise.
If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available
for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash or check payable to the
order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase
Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form
attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


 


For purposes of this Section 2.2,
the fair market value of a Share is defined as follows:


 


	 	(i)	if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the exercise form being received by the Company in connection with the exercise of the Purchase Warrant; or
	 	 	 
	 	(ii)	if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day prior to the exercise form being received by the Company in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


2.3 Legend. If at
any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available for,
the resale of the Shares by the Holder, each certificate for the securities purchased under this Purchase Warrant shall bear a legend
as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Securities Act”):


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 


3. Transfer.


 


3.1 General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer,
assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone
other than: (i) EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) or an underwriter or a selected dealer
participating in the Offering, or (ii) a bona fide officer or partner of EF Hutton or of any such underwriter or selected dealer, in each
case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) for a period of one hundred eighty (180) days following the Effective Date,
cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided
for in FINRA Rule 5110(e)(2). On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with
or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable
in connection therewith. The Company shall within five (5) business days transfer this Purchase Warrant on the books of the Company and
shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing
the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.


 


3.2 Restrictions Imposed
by the Securities Act. If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder, the securities evidenced by this Purchase Warrant shall not
be transferred unless and until: the Company has received the opinion of counsel for the Holder that the securities may be transferred
pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is
established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Lucosky Brookman LLP shall
be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to
the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the
U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has
been established.


 


4.  Registration Rights.


 


4.1 Demand Registration.


 


4.1.1 Grant of Right.
..The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the Purchase Warrants and/or
the underlying Shares, agrees to register, on one occasion, all or any portion of the Shares underlying the Purchase Warrants (collectively,
the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission
covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have
the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however,
that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to
which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected to
participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary
offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30)
days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning
on the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders to all
other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt
of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall
not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering the Registrable Securities
remain effective.


 


4.1.2 Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing
required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably requested
by the Holders; provided, however, that in no event shall the Company be required to register the Registrable
Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in
such State or submit to general service of process in such State or pay any tax, or (ii) the principal stockholders of the Company to
be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant
to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the
date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all
of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration
statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus
may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall
be entitled to a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate
on the third (3rd) anniversary of the Effective
Date in accordance with FINRA Rule 5110(g)(8)(C).


 


4.2 “Piggy-Back” Registration.


 


4.2.1 Grant of Right.
In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for a period of no more
than three (3) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities as part
of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a)
promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form); provided, however,
that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the
Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary
to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion
of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion
to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company
shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are
not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable
Securities. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.2 shall not be applicable
so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering the Registrable Securities remain effective.


 


4.2.2 Terms. The Company shall bear all
fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, but the Holders shall pay any
and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the
sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than thirty (30) days’ written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time
as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention
to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times
the Holder may request registration under this Section 4.2.2; provided, however, that such registration rights
shall terminate on the third anniversary of the Effective Date.


 


4.3 General Terms.


 


4.3.1 Indemnification. The Company shall
indemnify the Holders of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any,
who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them
may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same
extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in
Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of October 12, 2021. The Holders of the Registrable
Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify
the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the
Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions
contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.


 


4.3.2 Exercise of Purchase Warrants. Nothing
contained in this Purchase Warrant shall be construed as requiring the Holders to exercise their Purchase Warrants prior to or after the
initial filing of any registration statement or the effectiveness thereof.


 


4.3.3 Documents Delivered to Holders.
The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any such offering,
if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of
the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of
such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing
under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s
financial statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies
of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the
Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and
at such reasonable times as any such Holder shall reasonably request, provided however, that such Holders shall sign a non-disclosure
agreement if requested by the Company.


 


4.3.4 Underwriting Agreement. The Company
shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by the Company, which managing underwriter
shall be reasonably satisfactory to the majority of the Holders whose Registrable Securities are being registered pursuant to this Section
4. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and
shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Shares and their intended methods of distribution.


 


4.3.5 Documents to be Delivered by Holders.
Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire
provided by the Company requesting information customarily sought of selling security holders.


 


4.3.6 Damages. Should the registration
or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company otherwise fails to comply
with such provisions, the Holders shall, in addition to any other legal or other relief available to the Holders, be entitled to obtain
specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation
of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.


 


5. New Purchase Warrants to be Issued.


 


5.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with
the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this
Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as
to which this Purchase Warrant has not been exercised or assigned.


 


5.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and
of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like
tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 


6. Adjustments.


 


6.1 Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment
from time to time as hereinafter set forth:


 


6.1.1 Share Dividends; Split
Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased
by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number
of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall
be proportionately decreased.


 


6.1.2 Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation,
combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable
hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered
by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any consolidation of the Company
with or into another corporation (other than a consolidation in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation
or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization or
consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions
of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, or consolidations, sales or other transfers.


 


6.1.4 Changes in Form of
Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase
Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required
or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation
thereof.


 


6.2 Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change
of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver
to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant,
the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or
amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised immediately prior to such
consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments
which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations.


 


6.3 Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase
Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares
or other securities, properties or rights.


  


7. Reservation and Listing. The Company
shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase
Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms
hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and
not subject to preemptive rights of any stockholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants
and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed
(subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor
trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8. Certain Notice Requirements.


 


8.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice
as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company.
If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2
shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior
to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case
may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other stockholders
of the Company at the same time and in the same manner that such notice is given to the stockholders.


 


8.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise
than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment
of such dividend or distribution on the books of the Company; (ii) the Company shall offer to all the holders of its Shares any additional
shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any
option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business
shall be proposed.


 


8.3 Notice of Change in
Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing
the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial
Officer.


 


8.4 Transmittal of Notices.
All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been
duly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant,
to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address
as the Company may designate by notice to the Holders:


 


If to EF Hutton:


 


EF Hutton, division of Benchmark Investments,
LLC


590 Madison Avenue, 39th Floor


New York, New York 10022


Attn: Joseph T. Rallo, Head of Investment
Banking


Email: jrallo@efhuttongroupcm.com


 


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


 


Lucosky Brookman LLP


101 Wood Avenue South, 5th Floor


Woodbridge, NJ 08330


Attn: Joseph M. Lucosky, Esq.


Fax No.: (732) 395-4401


Email: jlucosky@lucbro.com


 


 If to the Company:


 


Healthcare Triangle, Inc.


4309 Hacienda Dr., Suite 150


Pleasanton, CA 94588


Attn: Suresh Venkatachari


Fax No.: [  ]


Email: sureshv@healthcaretriangle.com


 


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


 


Carmel, Milazzo & Feil LLP


55 West 39th Street, 18th Floor


New York, NY 10018


Attn: Jeffrey P. Wofford, Esq.


Fax No.: 646-838-1314


Email: jwofford@cmfllp.com


 


9. Miscellaneous.


 


9.1 Amendments. The
Company and EF Hutton may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and EF Hutton may deem necessary
or desirable and that the Company and EF Hutton deem shall not adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is
sought.


 


9.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3 Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase
Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5 Governing Law; Submission
to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the Supreme Court
of the State of New York, sitting in the County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from
the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its
stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6 Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right
of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7 Execution in Counterparts.
This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.
Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.8 Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete
exercise of this Purchase Warrant by Holder, if the Company and EF Hutton enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both,
then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]


 









    	1 



    	 



    

 





IN WITNESS WHEREOF, the Company
has caused this Purchase Warrant to be signed by its duly authorized officer as of the 15th day of October , 2021.


 


HEALTHCARE TRIANGLE, INC.


 


	By:	/s/
    Suresh Venkatachari	 
	Name:	 Suresh Venkatachari	 
	Title:	 Chief Executive Officer	 


 




    	2 



    	 



    

[Form to be used to exercise Purchase Warrant]


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.00001 per share (the “Shares”),
of Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the rate
of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised
in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which
this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in
accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 


 


	 	Where,	 	 	 
	 	 	X	=	The number of Shares to be issued to Holder;
	 	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	 	B	=	The Exercise Price which is equal to $______ per share


 


The undersigned agrees and acknowledges
that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall
be resolved by the Company in its sole discretion.


 


Please issue the Shares as to
which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been converted.


 


	 	Signature	 	 


 


	 	Signature Guaranteed	 	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 


 


	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature to this
form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.


 


[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________ does hereby
sell, assign and transfer unto the right to purchase shares of common stock, par value $0.00001 per share, of Healthcare Triangle, Inc.,
a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to
transfer such right on the books of the Company.


 


Dated: __________, 20__


 


	Signature	 	 


 


	Signature Guaranteed	 	 


 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and
must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.