CONVERTIBLE
PROMISSORY NOTE


$2,208,840.96December
10, 2021


FOR
VALUE RECEIVED, Healthcare Triangle, Inc. a Delaware corporation, having its principal place of business at 4309 Hacienda Drive, Suite
150, Pleasanton, CA 94583 (“Buyer”), issues this CONVERTIBLE PROMISSORY NOTE (this “Note”) to Go
To Assistance Inc., a California corporation, having its principal place of business at 1217 Pineto Place, Pleasanton, CA 94566 (“Seller”),
which evidences Buyer’s unconditionally promise to pay to the order of Seller, or to Seller’s nominees, at Seller’s
principal place of business or at such other place as Seller may designate in writing from time to time, the principal sum of Two Million
Two Hundred Eight Thousand Eight Hundred Forty Dollars and Ninety Six Cents ($2,208,840.96) (the “Principal Amount”)
outstanding hereunder paid in full by March 31, 2022 (the “Maturity Date”), as set forth in Section 4 hereof.


1. 
Background. Buyer, Seller and certain other parties entered into that certain Share Purchase Agreement, dated as of December 10,
2021 (the “SPA”), pursuant to which Seller sold to Buyer all of the shares owned by Seller in Devcool, Inc., a California
corporation (the “Company”), on the terms and conditions set forth in the SPA. The parties hereto acknowledge and
agree that all of the applicable terms and conditions of the SPA are deemed incorporated herein by this reference as if expressly set
forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed them in the SPA. In connection with the
SPA and pursuant to Section 1.03(c) thereof, Buyer initially issued Seller that certain Secured Promissory Note, dated December
10, 2021, in the principal amount of $2,208,840.96 (the “Secured Note”). In connection with the Secured Note, Buyer
and Seller entered into that certain Security Agreement, dated December 10, 2021 (the “Security Agreement”). Buyer
and Seller hereby agree that each of the Secured Note and the Security Agreement is hereby canceled with immediate effect.


2. 
Conversion. Any Principal Amount of this Note plus any accrued and unpaid interest thereon outstanding on April 1, 2022 shall automatically
convert into Conversion Shares and be issued by Purchaser to Seller or its nominees. For purposes of this Note, “Conversion
Shares” means the shares of common stock issued to Seller pursuant to this Section 2.1 in a number equal to the Principal Amount
outstanding plus any accrued and unpaid interest thereon, in each case, at 9:00 am EST on April 1, 2022 divided by the lower of (x) the
closing price of Purchaser’s common stock as reported on Nasdaq on the date hereof, and


(y)
the closing price of the Purchaser’s common stock as reported on Nasdaq on March 31, 2022. Conversion Shares shall be issued to
Seller as soon as practicable but no later than April 8, 2022.


3.
Payments. Payments made under this Note shall be in accordance with the following:


 




3.1 
Manner of Payments. All payments of interest and principal shall be made in lawful money of the United States of America by cashier’s
check, certified check or by wire transfer of immediately available funds to Seller’s account at a bank specified by Seller in
writing to Buyer from time to time.


3.2 
Application of Payments. All payments, including insufficient payments, shall be credited, regardless of their designation by
Buyer, first to collection expenses due hereunder, then to outstanding late charges, then to interest due and payable but not yet paid,
and the remainder, if any, to principal.


4. 
Principal Amount Payment. Seven Hundred Seventy Three Thousand Ninety Four Dollars and Thirty Four Cents ($773,094.34) of the Principal
Amount due hereunder shall be paid on or before February 10, 2022, and the remainder of the Principal Amount, as adjusted pursuant to
Section 1.03(d) of the SPA, shall be paid on or before the Maturity Date. Each such Principal Amount payment due date is referred
to herein as a “Principal Payment Date”.


5. 
Interest. The Note initially shall be non-interest bearing. However, if the full amount of principal due on any Principal Payment
Date is not paid by the Buyer, interest shall then accrue on the full unpaid Principal Amount outstanding hereunder, accruing from the
applicable Principal Payment Date to the date on which all of the Principal Amount has been paid in full or the Conversion Shares have
been issued (as the case may be), computed on the basis of the actual number of days elapsed in a 365-day year, at a rate of 15% per
annum, compounded monthly, as of the last day of each calendar month. In no event shall interest exceed the maximum legal rate permitted
by law.


6. 
Representations and Warranties. Buyer hereby represents and warrants to Seller as of the date of this Note, as follows:


6.1 
Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.


6.2 
Power and Authority. Buyer has the power and authority, and the legal right, to execute and deliver this Note and the Security
Agreement and to perform its obligations hereunder and thereunder.


6.3 
Authorization, Execution and Delivery. The execution and delivery of this Note by Buyer and the performance of its obligations
hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. Buyer has duly executed
and delivered this Note.


6.4 
Enforceability. This Note is a valid, legal and binding obligation of Buyer, enforceable against Buyer in accordance with its
terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).


6.5 
No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority
or any other person is required in order for Buyer to execute, deliver, or perform any of its obligations under this Note.


6.6 
No Violations. The execution and delivery of this Note and the consummation by Buyer of the transactions contemplated hereby do
not and will not: (a) violate any provision of Buyer’s organizational documents; (b) violate any law or order applicable to Buyer
or by which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which
Buyer may be bound.


7.
Miscellaneous. Seller and Buyer further agree as follows:


 




7.1 
Notices. All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing
at the addresses set forth in the first paragraph of this Note or such other address as either Buyer or Seller may from time to time
specify in writing. Notices mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have
been given when received. Notices sent by facsimile during the recipient’s normal business hours shall be deemed to have been given
when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business
on the next business day). Notices sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from
the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgment).


7.2 
Costs and Expenses. Buyer shall reimburse Seller on demand for all reasonable out-of-pocket costs, expenses and fees (including
reasonable expenses and fees of its counsel) incurred by Seller in connection with the transactions contemplated hereby including, without
limitation, the enforcement of Seller’s rights hereunder.


7.3 
Governing Law. This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of
California.


7.4 
Submission to Jurisdiction. Buyer hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding arising
out of or relating to this Note may be brought in the courts of the State of California or of the United States of America for the Northern
District of California and submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment
against Buyer in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.


7.5 
Waiver of Jury Trial. BUYER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY.


7.6 
Counterparts, Integration, Effectiveness. This Note and any amendments, waivers, consents or supplements hereto may be executed
in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note, the
SPA and other Ancillary Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and
supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a
signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as
delivery of a manually executed counterpart of this Note.


7.7 
Successors and Assigns. Buyer may not assign or transfer this Note or any of its rights hereunder without the prior written consent
of Seller. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted successors and assigns.


7.8 
USA PATRIOT Act, OFAC and Other Regulations. Neither Buyer nor any of its Affiliates or any of their respective officers, directors,
brokers or agents:


(a) 
has violated any Anti-Terrorism Laws, or has engaged in any transaction, investment, undertaking or activity that conceals the identity,
source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation
and Development’s Financial Action Task Force on Money Laundering;


(b) 
is a Person that is, or is owned or controlled by Persons that are (i) the subject of any Sanctions, or (ii) located, organized or resides
in a country or territory that is, or whose government is, the subject of Sanctions, including, but not limited to currently, Cuba, Iran,
North Korea, Sudan and Syria; and


(c) 
acting or benefiting in any capacity in connection with the Principal Amount (i) conducts any business or engages in making or receiving
any contribution of goods, services or money to or for the benefit of any person, or in any country or territory, that is the subject
of any Sanctions, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant
to any Anti-Terrorism Law, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.


For
purposes of this Section 7.8, the following terms shall have the following meanings:


“Affiliate”
shall mean, as to any Person, any other Person that, directly or indirectly through one or more intermediaries, is in control of, is
controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise;


“Anti-Terrorism
Laws” shall mean any requirement of law related to money laundering or financing terrorism including the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56) (USA PATRIOT
Act); The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b)
and 1951-1959) (Bank Secrecy Act); the Trading With the Enemy Act (50 U.S.C. § 1 et seq.); and Executive Order 13224 (effective
September 24, 2001);


“Governmental
Authority” shall mean the government of any nation or any political subdivision thereof, whether at the national, state, territorial,
provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government
(including any supranational bodies such as the European Union or the European Central Bank);


“Person”
shall mean any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership,
unincorporated organization, Governmental Authority or other entity; and


“Sanctions”
shall mean any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC),
US Department of State, United Nations Security Council, European Union, Her Majesty’s Treasury, or other relevant sanctions authority.


7.9 
Amendment and Waiver. No term of this Note may be waived, modified or amended except by an instrument in writing signed by both
the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.


7.10 
Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand
or limit any of the terms or provisions hereof.


7.11 
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of Seller, of any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


7.12 
Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term
or provision in any other jurisdiction.


7.13 
Third Party Beneficiaries. Notwithstanding anything to the contrary set forth herein, the SPA or in any other Ancillary Agreements,
SD and his heirs, executors, administrators and assigns shall be deemed to be third party beneficiaries of this Note.


[Signature
Page Follows]






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IN
WITNESS WHEREOF, the parties hereto have executed this Note as of the date first set forth above.


Healthcare
Triangle, Inc., as Buyer


 


By:
/s/ Suresh Venkatachari


Name:
Suresh Venkatachari


Title:
CEO


 


Go
To Assistance, Inc., as Seller


 


By:
/s/ Sandeep Deokule


Name:
Sandeep Deokule


Title:
CEO


 






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