CONSULTING
AGREEMENT


This
CONSULTING AGREEMENT (this “Agreement”), dated as of December 10, 2021, is entered into by and between Healthcare
Triangle, Inc., a Delaware corporation (the “Company”), and Mr. Sandeep Deokule, an individual and a California resident
(“Consultant”).


1. 
Background and Purpose. Consultant and the Company are entering into this Agreement pursuant to Section 1.01(c) of that
certain Share Purchase Agreement, dated as of December 10, 2021 (the “SPA”), entered into by and between the Company,
Consultant, Devcool, Inc., a California corporation (“Devcool”), and Go To Assistance Inc., a California corporation
(“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the SPA.


Pursuant
to the SPA, Seller has agreed to sell, and Buyer has agreed to purchase, all of the shares of the Company owned by Seller on the terms
and conditions set forth therein. Consultant and the Company 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. Consultant and the Company also acknowledge
and agree that the Company is engaging the Consultant to facilitate the post-Closing integration of Devcool as an affiliate of the Company
and also to provide Consultant with a reasonable opportunity to meet the Gross Revenue Targets mentioned in the SPA such that Consultant
is able to earn and receive the applicable Earnouts in accordance with the terms and conditions of the SPA.


2. 
Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company as a member
of its Board of Advisor and perform such services as are customarily performed by members of the Company’s Board of Advisor (the
“Services”). Consultant shall use Consultant’s commercially reasonable efforts to perform the Services such
that the results are reasonably satisfactory to the Company. Consultant shall devote up to six (6) hours per week to performance of the
Services.


3. 
Fees. As consideration for the Services to be provided by Consultant and Consultant’s other obligations hereunder, the Company
shall compensate Consultant in the manner specified in Annexure A hereto at the times specified therein. All payments due hereunder
(including expense reimbursements) shall be paid by the Company within thirty (30) days of receipt of an invoice from Consultant.


4. 
Expenses. Consultant shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses
incurred while performing the Services except to the extent permitted by the Company’s travel and expense reimbursement policies
applicable to consultants of the same level as Consultant or otherwise agreed authorized by the Company’s Board of Directors or
other senior executives, which consent shall be evidenced in writing for any expenses in excess of $1,000. As a condition to receipt
of reimbursement, Consultant shall submit to the Company reasonable documentary evidence that the amount involved was both reasonable
and necessary to the Services provided under this Agreement.


5.  Term
and Termination. Consultant shall serve as a consultant to the Company for a period commencing on the Closing Date and
terminating on March 31, 2024 or such later period as may be reasonable for Consultant to earn and receive the applicable Earnouts
in accordance with the terms and conditions of the SPA, unless this Agreement is renewed thereafter by the Company and Consultant by
mutual written consent. Notwithstanding the foregoing, Consultant may terminate this Agreement at any time upon ten (10) business
days’ written notice to the Company. For the avoidance of doubt, the Company shall not have a right to terminate this
Agreement for convenience during the term of this Agreement. In the event of such termination, Consultant shall be paid for any
portion of the Services that have been performed prior to the termination effective date, including, without limitation,
reimbursement for any properly incurred expenses that remain outstanding on such date. Should either party default in the
performance of this Agreement or materially breach any of its obligations under this Agreement, including, but not limited to,
Consultant’s confidentiality and proprietary obligations hereunder, the non-breaching party may terminate this Agreement
immediately if the breaching party fails to cure the breach within thirty (30) days after having received written notice by
the non-breaching party of the breach or default.


6. 
Independent Contractor Relationship. Consultant’s relationship with the Company will be that of an independent contractor
and not that of an employee.


7. 
Method of Provision of Services. Consultant shall be solely responsible for determining the method, details and means of performing
the Services. Consultant may, at Consultant’s own expense, employ or engage the services of such employees, subcontractors, partners
or agents, as Consultant deems necessary to perform the Services (collectively, the “Assistants”). The Assistants
are not and shall not be deemed to be employees of the Company, and Consultant shall be wholly responsible for the professional performance
of the Services by the Assistants such that the results are reasonably satisfactory to the Company. Consultant shall expressly advise
the Assistants of the terms of this Agreement and shall require each Assistant to execute and deliver appropriate document(s) agreeing
to be bound by similar confidentiality and proprietary obligations as those binding Consultant hereunder, which obligations shall be
at least as restrictive as those set forth herein.


(a) 
No Authority to Bind Company. Consultant acknowledges and agrees that Consultant and its Assistants have no authority to enter
into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the
Company or otherwise set forth in any Company policies from time to time.


(b) 
No Benefits. Consultant acknowledges and agrees that Consultant and its Assistants shall not be eligible for any Company employee
benefits and, to the extent Consultant otherwise would be eligible for any Company employee benefits but for the express terms of this
Agreement, Consultant (on behalf of itself and its Assistants) hereby expressly declines to participate in such Company employee benefits.


(c) 
Withholding; Indemnification. Consultant shall have full responsibility for applicable withholding taxes for all compensation
paid to Consultant or the Assistants pursuant to this Agreement, and for compliance with all applicable labor and employment requirements
with respect to Consultant’s self-employment, sole proprietorship or other form of business organization, and with respect to the
Assistants, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. Consultant
agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect
to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed
on the Company by the relevant taxing authorities with respect to any compensation paid to Consultant or the Assistants.


8. 
Supervision of Consultant’s Services. All of the services to be performed by Consultant, including but not limited to, the
Services, will be as agreed between Consultant and the Company’s Board of Directors or its Chief Executive Officer. Consultant
will be required to report to the Company’s Board of Directors or its Chief Executive Officer concerning the Services performed
under this Agreement. The nature and frequency of these reports will be left to the discretion of the Company’s Board of Directors
or its Chief Executive Officer.


9. 
Restrictive Covenants. During the term of this Agreement, Consultant hereby expressly agrees to be bound by non-compete covenants
set forth in Section 7.01 of the SPA in the same manner as Seller as if such non-compete covenants are expressly set forth herein.


10.  Confidentiality.
During the term of this Agreement, Consultant hereby expressly agrees to be bound by the confidentiality obligations set forth in Section
7.03 of the SPA in the same manner as Seller as if such confidentiality provisions are expressly set forth herein.


11. 
Conflicts with this Agreement. Consultant represents and warrants that Consultant shall at all times during the term of this Agreement
act in the best interest of the Company and take no action or engage in any activity which is or might be detrimental to the interest
of the Company; provided, however, that nothing herein will limit Consultant from pursuing and/or engaging in any business, employment,
consultant or other opportunities post-Closing, including, without limitation, those related to HIPAAS, subject to Consultant’s
compliance with his obligations under Sections 9 and 10 hereof.


12. 
Intellectual Property. Consultant and the Company acknowledge and agree that any pre-existing intellectual property belonging
to each party such remain exclusively the intellectual property of such party during and after the terms of this Agreement. To the extent,
Consultant develops any new intellectual property as a ‘deliverable’ solely for the Company under this Agreement, it shall
be deemed ‘work made for hire’ as defined in 17 U.S.C. § 101 for the Company. Notwithstanding the foregoing, nothing
herein will be deemed to assign, transfer, sell, lease or license any HIPAAS intellectual property to the Company in any manner whatsoever
except to the expressly agreed to in writing by Consultant at his sole discretion. Each agrees not to usurp, use or otherwise infringe
any intellectual property belonging to the other party.


		13.	Miscellaneous.



(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 California, without giving effect to principles of conflicts of law.


(b) 
Entire Agreement. This Agreement, the SPA and other Ancillary Agreements 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 to Devcool post-Closing. 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 other party.


(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.


(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) 
Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE
OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT
BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.


[Signature
Page Follows]



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


COMPANY:


Healthcare
Triangle, Inc.


By:
/s/ Suresh Venkatachari


Name:
Suresh Venkatachari


Title: Chief Executive Officer


Address:
4309 Hacienda Dr, Suite 150,


Pleasanton,
CA 94588


 


AGREED
TO AND ACCEPTED: CONSULTANT:


 


Sandeep
Deokule


 


By:
/s/ Sandeep Deokule


Address:
1217 Pineto Pl


Pleasanton,
CA 94566


 


[SIGNATURE
PAGE TO HEALTHCARE TRIANGLE – SANDEEP DEOKULE CONSULTING AGREEMENT]









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ANNEXURE
A


Compensation


1. 
Monetary Compensation. For Services rendered by Consultant under this Agreement, the Company shall pay Consultant a gross annual
fee of $120,000, payable semi-monthly, plus other benefits that are customarily offered by the Company to similarly situated consultants
plus expense reimbursements.


2. 
Equity Compensation. The Company acknowledges that the Consultant may also receive the Earnout related equity compensation set
forth in Section 1.01(b)(iii) of the SPA in accordance with the terms and conditions thereof.






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