Exhibit 10.3 


HEALTHCARE
TRIANGLE INC.


COMMON
STOCK PURCHASE AGREEMENT


 


This
Common Stock Purchase Agreement (this “Agreement”) is made as of January 1, 2020 by and between Healthcare
Triangle Inc., a Nevada corporation (the “Company”), and 8K Miles Software Services Inc. (“Purchaser”).


1. 
Sale of Stock. Subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery
of this Agreement by the parties or on such other date as the Company and Purchaser shall agree (the “Purchase Date”),
pursuant to an Asset Transfer Agreement (the “Transfer Agreement”) the Company will issue and sell to Purchaser,
and Purchaser agrees to purchase from the Company, 25,500,000 shares of the Company’s Common Stock (the “Shares”)
in exchange for Transferred Assets (as defined in the Transfer Agreement). On the Purchase Date, Purchaser will enter into the
Transfer Agreement with the Company and the Company will enter the Shares in Purchaser’s name as of such date in the books
and records of the Company or, if applicable, a duly authorized transfer agent of the Company. The Company will deliver to Purchaser
a notice of issuance or stock certificate representing the Shares as soon as practicable following such date. As used elsewhere
herein, the term “Shares” refers to all of the Shares purchased hereunder and all securities received in connection
with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization,
merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser
is entitled by reason of Purchaser’s ownership of the Shares.


 


2. 
Consideration for Shares. As consideration for the Shares, Purchaser will transfer its Transferred Assets (as defined
in the Transfer Agreement executed by and between the Company and the Purchaser), pursuant to the Asset Transfer Agreement executed
on January 1, 2020 by and between the Company and the Purchaser.


3. 
Limitations on Transfer. Purchaser shall not assign, encumber or dispose of any interest in the Shares except to
the extent permitted by, and in compliance with the provisions below and applicable securities laws.


 


(a) 
Right of First Refusal. Before
any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”)
may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have
a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right
of First Refusal”), which the Company may either (1) exercise its Right of First Refusal and purchase the Shares as
forth in this Section 3(a) or (2) reject to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed
Transferee (as defined below).


 


(i) 
Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (A) the Holder’s
intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser or other transferee (“Proposed
Transferee”); (C) the number of Shares to be transferred to each Proposed Transferee;









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(D)
the terms and conditions of each proposed sale or transfer, including (without limitation) the purchase price for such Shares
(the “Transfer Purchase Price”); and (E) the Holder’s offer shall offer to the Company or its assignee(s)
to purchase the Shares at the Transfer Purchase Price and upon the same terms (or terms as similar as reasonably possible).


 


(ii) 
Exercise of Right of First Refusal.
At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to
the Holder, elect to purchase any or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees,
at the Transfer Purchase Price, provided that if the Transfer Purchase Price consists of no legal consideration (as, for example,
in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in good faith
by the Company’s Board of Directors. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent
value of the non-cash consideration shall be determined by the Company’s Board of Directors in good faith.


 


(iii) 
Payment. Payment of the Transfer
Purchase Price shall be made, at the election of the Company or its assignee(s), by (1) cash, check or wire transfer; (2) by cancellation
of all or a portion of any outstanding indebtedness; (3) or by any combination thereof within 60 days after receipt of the Notice
or in the manner and at the times mutually agreed to by the Company (or its assignee(s)) and the Holder.


 


(iv) 
Holder’s Right to Transfer.
If any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company
and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise transfer any unpurchased Shares
to the Proposed Transferee at the Transfer Purchase Price or at a higher price, provided that such sale or other transfer is consummated
within 120 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance
with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall
continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel,
may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price
or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.


 


(v) 
Exception for Certain Family Transfers.
Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or to a trust for the benefit
of Purchaser or Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate
Family” as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents),
father, mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their
antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive
relationships, or any person sharing Purchaser’s household (other than a tenant or an employee). In such case, the transferee
or other recipient shall receive and hold the




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Shares
so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance
with the terms of this Section 3.


 


(b) 
Company’s Right to Purchase upon
Involuntary Transfer. In the event, at any time after the date of this Agreement,
of any transfer by operation of law or other involuntary transfer (including divorce or intestate transfer upon death, but excluding
transfer upon death by will (to any transferee) or a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all
or a portion of the Shares by the record holder thereof, the Company shall have the right to purchase any or all of the Shares
transferred at the fair market value of the Shares on the date of transfer (as determined by the Company in its sole discretion).
Upon such a transfer, the Holder shall promptly notify the Secretary of the Company of such transfer. The right to purchase such
Shares shall be provided to the Company for a period of 30 days following receipt by the Company of written notice from the Holder.


 


(c) 
Assignment. The right of the Company
to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company
or other persons or organizations.


(d) 
Restrictions Binding on Transferees.
All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this
Agreement. Any sale or transfer of the Shares shall be void unless the provisions
of this Agreement are satisfied.


 


(e) 
Termination of Rights. The Right
of First Refusal and the right to repurchase the Shares in the event of an involuntary transfer granted to the Company by Section
3(b) above shall terminate upon (i) the first sale of Common Stock of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”) (other than a registration statement relating solely to the issuance of Common Stock
pursuant to a business combination or an employee incentive or benefit plan) or (ii) any transfer or conversion of Shares made
pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the
common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).


 


(f) 
Lock-up Agreement. If so requested
by the Company or the underwriters in connection with the initial public offering of the Company’s securities registered
under the Securities Act of 1933, as amended, Purchaser shall not sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered)
without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from the effective date
of the registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum of 216 days
from the effective date of the registration statement, and Purchaser shall execute an agreement reflecting the foregoing as may
be requested by the underwriters at the time of such offering.




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4. 
Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to
the Company the following:


 


(a) 
Purchaser is aware of the Company’s business
affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s own account only and not
with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities
Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any
other person or entity.


 


(b) 
Purchaser understands that the Shares have not
been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other
things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(c) 
Purchaser further acknowledges and understands
that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to
register the securities.


 


(d) 
Purchaser is familiar with the provisions of
Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities”
acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether
he or she will be able to resell any or all of the Shares pursuant to Rule 144, which rule requires, among other things, that
the Company be subject to the reporting requirements of the Exchange Act, that resales of securities take place only after the
holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 4(d), Purchaser
acknowledges and agrees to the restrictions set forth in Section 4(e) below.


 


(e) 
Purchaser further understands that in the event
all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation
A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities
other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers
who participate in such transactions do so at their own risk.


 


(f) 
Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser’s purchase or disposition
of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with
the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.




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		5.	Restrictive
                                         Legends and Stop-Transfer Orders.



(a) 
Legends. Any stock certificate
or, in the case of uncertificated securities, notice of issuance, for the Shares, shall bear the following legends (as well as
any legends required by applicable state and federal corporate and securities laws):


 


(i) 
THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933.


 


(ii) 
THE SECURITIES REFERENCED HEREIN MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH AND
MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.


 


(b) 
Stop-Transfer Notices. Purchaser
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.


 


(c) 
Refusal to Transfer. The Company
shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any
of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so transferred.


 


(d) 
Legend and Notice Removal. When
all of the following events have occurred, the Shares then held by Purchaser will no longer be subject to the legend specified
in Section 5(a)(ii) and the Company will remove any stop-transfer notices associated
with the transfer restrictions imposed by this Agreement: (i) the termination of the Right of First Refusal; and (ii) the expiration
or termination of the lock-up provisions of Section 3(f) (and of any agreement entered pursuant to Section 3(f).


After
such time and upon Purchaser’s request, a new stock certificate or, in the case of uncertificated securities, notice of
issuance, for the remaining Shares, shall be issued without the legend specified in Section 5(a)(ii) and delivered to Purchaser.


 


6. 
No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the
Company, or a parent, subsidiary or affiliate of the Company, to terminate Purchaser’s employment or consulting relationship,
for any reason, with or without cause.


 


		7.	Miscellaneous.





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(a) 
Governing Law. The validity, interpretation,
construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance with the laws
of the State of Nevada, without giving effect to principles of conflicts of law. For purposes of litigating any dispute
that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction
of the State of Nevada and agree that any such litigation shall be conducted only in the courts of Nevada or the federal courts
of the United States located in Nevada and no other courts.


 


(b) 
Entire Agreement. This Agreement
sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior
or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter
hereof.


 


(c) 
Amendments and Waivers. No modification
of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed
by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance.


 


(d) 
Successors and Assigns. Except
as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding
upon and inure to the benefit of their respective successors, assigns, heirs, executors,
administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other
party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
except with the prior written consent of the Company.


 


(e) 
Notices. Any notice, demand or
request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered
personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered
mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page,
as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set
forth in the Company’s books and records.


 


(f) 
Severability. If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were
so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


(g) 
Construction. This Agreement is
the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly,
this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of
or against any one of the parties hereto.




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(h) 
Counterparts. This Agreement may
be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of
which together shall constitute one and the same agreement.


(i) 
Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law
or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Purchaser hereby consents
to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.


[Signature
Page Follows]




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The
parties have executed this Common Stock Purchase Agreement as of the date first set forth above.


 


THE
COMPANY:


 


HEALTHCARE
TRIANGLE INC.


 


By:
/s/ Suresh Venkatachari


Name:
Suresh Venkatachari




Title:
President


 


Address:
4309 Hacienda Dr., Suite 150


Pleasanton,
CA 94588


 


 


 


PURCHASER:


 


8K
MILES SOFTWARE SERVICES INC.


 


 


By:
/s/ Lakshmanan Kannappan


Name:
Lakshmanan Kannappan


Title: Chief Operating Officer


 


Address:
4309 Hacienda Dr., Suite 150


Pleasanton,
CA 94588


 


Email:
lkannappan@8kmiles.com




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HEALTHCARE
TRIANGLE INC.


RECEIPT


 


Healthcare
Triangle Inc., a Nevada corporation (the “Company”), hereby acknowledges receipt of the Transferred Assets
of the Purchaser pursuant to the Asset Transfer Agreement given by 8K Miles Software Services, Inc. as consideration for 25,500,000
shares of Common Stock of the Company, as recorded on the books of the Company as Certificate Number C-8.


 


Dated:
January 1, 2020


 


THE COMPANY:


 


HEALTHCARE TRIANGLE INC.


 


 


By:
/s/ Suresh Venkatachari


 Name: Suresh Venkatachari


Title:
President




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HEALTHCARE
TRIANGLE INC.


RECEIPT
AND CONSENT


 


 


The
undersigned hereby acknowledges receipt of a notice of issuance recorded as Certificate No. C-8 for 25,500,000 shares of Common
Stock of Healthcare Triangle Inc., a Nevada corporation (the “Company”).


 


 


 


Dated:
January 1, 2020


 


PURCHASER:


 


8K
MILES SOFTWARE SERVICES INC.


 


By:
/s/ Lakshmanan Kannappan


Name:
Lakshmanan Kannappan


Title: Chief Operating Officer


 


Address:
4309 Hacienda Dr., Suite 150


Pleasanton,
CA 94588


 


Email:
lkannappan@8kmiles.com


 






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