SHARE
PURCHASE AGREEMENT


 


 


This
SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of December 10, 2021 (the “Execution Date”),
is entered into by and among: (a) Devcool, Inc., a California corporation (the “Company”); (b) Go To Assistance Inc.,
a California corporation and the sole shareholder of the Company (the “Seller”); (c) Mr. Sandeep Deokule, an individual
and current Chief Executive Officer of the Company (“SD”); and (d) Healthcare Triangle, Inc., a Delaware corporation
(“Buyer”).


 


PREAMBLE


 


WHEREAS:


 


A. 
The Company’s primary business consists of providing consulting, implementation, support, managed and information technology related
services, including electronic health records services, for various business clients including healthcare organizations (the “Company
Business”). 


 


B. 
Seller is the holder of 5,000,000 shares of the Company’s Class B Common Stock, par value $0.0001, which represent all of the issued
and outstanding shares of capital stock of the Company (the “Shares”). 


 


C. 
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares all on the terms and subject to the conditions set
forth in this Agreement.


 


D. 
SD is entitled to certain bonus payments that become due and payable by the Company in the event of a sale of the Company in accordance
with that certain Executive Employment Agreement, dated January 1, 2020, entered into by and between the Company and SD (the “Existing
Employment Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties
hereto agree as follows:


 


AGREEMENT


 


ARTICLE
I


PURCHASE
AND SALE OF SHARES


 


1.01 
Purchase and Sale of Shares. Upon the terms and subject to the conditions set forth in this Agreement: 





(a) 
Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and Buyer hereby purchases from Seller, the Shares, effective
as of the Closing Date, free and clear of all liens, encumbrances and adverse claims.


 


(b) 
In consideration of the sale and transfer of the Shares from Seller to Buyer pursuant to Section 1.01(a) hereof, and as full and
complete consideration for such Shares, Buyer shall pay and deliver a sum of up to Seven Million Seven Hundred Thousand Dollars ($7,700,000)
(the “Purchase Price”), subject to the provisions set forth below, and payable as follows:


 


		i.	a
                                            sum of Four Million Dollars ($4,000,000) payable to Seller in cash on the Closing Date (the
                                            “Closing Cash Consideration”);



 


		ii.	a
                                            sum of Seven Hundred Thousand Dollars ($700,000) payable in equity, subject to applicable
                                            withholding, in the form of applicable number of shares of Buyer’s capital stock calculated
                                            based on the average of the VWAPs for the 20 Trading Days immediately prior to the Closing
                                            Date (the “Closing Equity Consideration” and together with the Closing
                                            Cash Consideration, the “Closing Consideration”), which shares shall be
                                            issued on the Closing Date as follows: (a) Five Hundred Thousand Dollars ($500,000) worth
                                            of Buyer’s unvested stock shall be issued to SD or Seller (as SD’s designee if
                                            so required by SD), which shall vest upon the Company meeting either Gross Revenue Target
                                            mentioned below mentioned below (whichever is sooner); provided that if neither Gross Revenue
                                            Target is met, the shares issued pursuant to this clause (a) shall be canceled; and (b) Two
                                            Hundred Thousand Dollars ($200,000) worth of Buyer’s unvested stock shall be issued
                                            as retention bonus to certain key personnel of the Company identified on Annexure A
                                            hereto to be retained by the Company post-Closing (the “Retention Personnel”),
                                            subject to the Retention Personnel continuing to perform services to the Company (or its
                                            affiliates) up to and through the second anniversary of the Closing Date, which shares shall
                                            vest equally monthly over a period of twenty-four (24) successive months commencing the Closing
                                            Date; 



 


		iii.	a
                                            sum of up to Two Million Five Hundred Thousand Dollars ($2,500,000) as post-Closing earnout
                                            payment (the “Earnout”), subject to the Company’s achievement of
                                            the applicable yearly earnout targets set forth on Annexure B hereto, which Earnout
                                            shall be payable as follows: (a) up to One Million Dollars ($1,000,000) payable to Seller
                                            or its nominee(s) in cash upon achievement of the applicable Year 1 Cash Earnout (defined
                                            below); (b) up to Two Hundred Fifty Thousand Dollars ($250,000) worth of Buyer’s stock
                                            (calculated based on the average of the VWAPs for the 20 Trading Days immediately prior to
                                            December 31, 2022) issuable to SD or Seller (as SD’s designee if so required by SD)
                                            for achievement of the applicable Year 1 Equity Earnout; (c) up to One Million Dollars ($1,000,000)
                                            payable to Seller or its nominee(s) in cash upon achievement of the applicable Year 2 Cash
                                            Earnout (defined below); and (d) up to Two Hundred Fifty Thousand Dollars ($250,000) worth
                                            of Buyer’s stock (calculated based on the average of the VWAPs for the 20 Trading Days
                                            immediately prior to December 31, 2023) issuable to SD or Seller (as SD’s designee
                                            if so required by SD) for achievement of the applicable Year 2 Equity Earnout. Buyer shall
                                            be under no obligation to pay any unpaid portion of the Earnout payable to SD pursuant to
                                            this clause (iii) if, during a period of twenty-four (24) months after the Closing
                                            Date, SD is in material, uncured breach of his obligations under the Consulting Agreement
                                            (defined below); and



 


		iv.	a
                                            sum of Five Hundred Thousand ($500,000) payable as a debt and included as an additional amount
                                            in the Working Capital Note (as defined below).



 


For
purposes of this Section 1.01(b) and Section 1.01(c), the following definitions shall have the meanings ascribed below:


 


		a.	“Gross
                                            Revenue Target” means the Company’s gross revenues are at least either (i)
                                            Sixteen Million Five Hundred Thousand Dollars ($16,500,000) for the period beginning on the
                                            Closing Date and ending on the day prior to the first anniversary of the Closing Date; or
                                            (ii) Thirty Four Million Five Hundred Thousand Dollars ($34,500,000) for the period beginning
                                            on the Closing Date and ending on the day prior to the second anniversary of the Closing
                                            Date.



 


		b.	“Trading
                                            Day” means a day on which The Nasdaq Stock Market LLC is open for business.



 


		c.	“VWAP”
                                            on a Trading Day means the volume weighted average price for the Acquirer’s common
                                            stock for such Trading Day as reported by Bloomberg Financial Markets or if Bloomberg Financial
                                            Markets is not then reporting such prices, by a comparable reporting service of national
                                            reputation.



 


(c) 
As an additional consideration for sale of the Shares and for SD’s compliance with his obligations hereunder and under the Ancillary
Agreements (defined below), Buyer or the Company shall enter into a consulting agreement with SD, effective as of the Closing Date, in
substantially the form set forth as Annexure C hereto for a minimum annual gross compensation of One Hundred Twenty Thousand Dollars
($120,000), plus other benefits that are customarily offered by the Company or Buyer to similarly situated consultants (the “Consulting
Agreement”). In addition, as consideration for Buyer obtaining a release from SD in substantially the form set forth as Annexure
D hereto (the “SD Release”) and for SD’s conformance with SD’s obligations thereunder, Buyer shall
issue to SD or Seller (as SD’s designee if so required by SD) on the Closing Date Three Hundred Thousand Dollars ($300,000) worth
of Buyer’s vested stock, calculated based on the average of the VWAPs for the 20 Trading Days immediately prior to the Closing
Date, in full satisfaction of the Company’s obligations to SD under SD’s current employment with the Company.


 


(d) 
The amount of the Closing Consideration specified above is based on the accuracy of the representations of Seller in Section 2.07(b)
hereof and the accuracy of the pricing assumptions set forth on Annexure E hereto (the “Pricing Assumptions”).
The parties hereto agree that in the event that, based on Buyer’s good faith review of the Company’s financial information
after the Closing, the actual numbers are less than the projected number set forth in the Pricing Assumptions, Buyer shall make a downward
adjustment to the Purchase Price on a proportionate basis. If Seller and Buyer do not agree on any such adjustments to be made by Buyer,
they will discuss with each other with the intent to resolve such differences in good faith within a reasonable period not to exceed
thirty (30) days. In the event Buyer and Seller are not able to reach an amicable resolution, they will resolve any such dispute in accordance
with the provisions of Section 8.06 hereof. For the avoidance of doubt, no such adjustments will be effective until final resolution
of the dispute and, pending such resolution, Buyer shall comply with its payment obligations hereunder in the same manner as if such
dispute(s) do not exist. 


 


(e) 
Monetary payments under this Section 1.01 shall be made by Buyer by wire transfer of immediately available funds credited to the
account designated by Seller or SD (as applicable) to Buyer in writing no later than its applicable due date. If such due date falls
on a bank holiday, such funds shall be credited on the business day immediately preceding such due date. With respect to payments in
the form of equity, Buyer shall instruct its transfer agent on the applicable payment date to issue the applicable shares to the applicable
party as soon as the transfer agent is able, which shall be within a reasonable time thereafter. If such payment date falls on a bank
holiday, such instruction to the transfer agent shall be issued on the business day immediately preceding such payment date. 


 


(f) 
Payments to be made by Buyer to Seller shall be subject to Buyer’s right to setoff such payments against any payments that may
be owing from Seller, the Company or SD to the Buyer under the express terms of this Agreement.


 


1.02 
Closing. Subject to the terms and conditions set forth herein, the consummation of the purchase and sale of the Shares provided
for in Section 1.01 hereof (the “Closing”) shall take place on the Closing Date (as defined in Section 5.01
hereof).


 


1.03 
Net Working Capital. Although Buyer is purchasing all of the Shares of the Company, the Net Working Capital (as defined below)
and the Other Liabilities (as defined below) are for the account of Seller. 


 


(a) 
As used herein, the term: (i) “Net Working Capital” means the aggregate Current Assets minus the aggregate
Current Liabilities of the Company as shown on the interim balance sheet of the Company (the “Closing Balance Sheet”)
as of October 31, 2021 (the “Effective Date”); (ii) “Current Assets” means, collectively, cash
and cash equivalents, Accounts Receivables, amounts for unbilled services performed on or prior to the Effective Date, prepaid expenses,
and other current assets; (iii) “Current Liabilities” means, collectively, Accounts Payables, loans, debts, liabilities,
and taxes accrued and accruing through the Effective Date (including any accrued and unpaid interest, penalties and fees), whether or
not due and payable as of the Effective Date; and (iv) “Other Liabilities” means, collectively, all other accrued
liabilities as shown on the Closing Balance Sheet, including employee payroll, consultant payments, earned, unused PTOs, which are due
and payable on or prior to the Effective Date. 


 


(b) 
At least two (2) business days before the Closing Date, the Company and Seller will deliver to Buyer a proforma itemized calculation
of the anticipated Net Working Capital and Other Liabilities of the Company as of the Effective Date (without giving effect to the transactions
contemplated herein) (the “Working Capital Amount”). Seller will cause the Company to retain petty cash and cash in
the Company’s operating account to cover all checks issued on or prior to the Effective Date that have not been cashed. All other
cash of the Company as of the Effective Date shall belong solely to Seller and shall be withdrawn by Seller on or prior to the Closing
Date. In addition, on or prior to the Closing Date, Seller shall be entitled to withdraw, by borrowing against the Company’s line
of credit with Bank of West, Loan No. 0000000034/Account No. 1061155764 (the “Line of Credit”), sum of One Million
Three Hundred Sixty Five Thousand Six Hundred Ninety Four Dollars and Eighty Five Cents ($1,365,694.85) (the “Seller Working
Capital Withdrawal Amount”). The remainder of the Working Capital Amount, i.e., the Working Capital Amount minus the
Seller Working Capital Withdrawal Amount (the “Post-Closing Working Capital Amount”), shall be retained by the Company
and be paid to Seller no later than the Maturity Date (defined below).


 


(c) 
At the Closing, Buyer will issue Seller: (i) a secured demand promissory note in substantially the form set forth as Annexure F
hereto (the “Net Working Capital Note”) maturing March 31, 2022 (the “Maturity Date”) in the amount
of the Post-Closing Working Capital Amount minus any Other Liabilities of the Company accruing through the Effective Date (other
than the Company’s payment obligations under the Existing Employment Agreement) that are assumed by Buyer (the “Assumed
Liabilities”) plus Five Hundred Thousand ($500,000) of purchase price consideration as set forth in Section 1.01(b)(iv)
hereof, as mutually agreed upon in writing by Buyer and Seller, and a security agreement in substantially the form set forth as Annexure
G hereto (the “Security Agreement”) to secure Buyer’s and the Company’s joint and several (as applicable)
payment obligations under the Net Working Capital Note, the Line of Credit and the Line of Credit Note (as defined below); and (ii) a
corporate guaranty in substantially the form set forth as Annexure H hereto (the “Guaranty”) guaranteeing the
full and timely satisfaction and repayment/replenishment of the Line of Credit in the amount of the Seller Working Capital Withdrawal
Amount plus any accrued, unpaid interest thereon from the date of withdrawal of the Seller Working Capital Withdrawal Amount until
its repayment, and the full and complete release and discharge of SD as a personal guarantor thereunder no later than forty-five (45)
days from the Closing Date (the “Repayment Date”); and (iii) a secured demand promissory note in substantially the
form set forth as Annexure I hereto (the “Line of Credit Note”).; 


 


(d) 
There will be an adjustment to the Net Working Capital on the thirty-third (33rd) day from the Closing Date for any Accounts
Receivables not collected and any Accounts Payables not paid for the period through the Effective Date; provided that the Company, Seller
and SD shall have the right to try to collect, during a ninety (90)-day period from the Closing Date, any uncollected Accounts Receivables,
and pay off, settle or resolve any Accounts Payables, arising on or prior to the Effective Date. Commencing the Closing Date, Buyer will
pay the Current Liabilities as they become due, as well as all liabilities related to the Company Business occurring after the Effective
Date, including, without limitation, any accrued, unpaid Current Liabilities and other liabilities occurring after the Effective Date.
Any Accounts Receivables included in the Net Working Capital and uncollected as of the Maturity Date shall be deemed as “Uncollected
Receivables” and any Accounts Payables included in the Net Working Capital and that are paid off, settled or resolved as of
the Maturity Date shall be deemed as “Non-Payable AP”. The amount payable under the Net Working Capital Note shall
be reduced by the amount of any such Uncollected Receivables and shall be increased by the amount of any such Non-Payable AP as of the
Maturity Date. 


 


(e) 
After Closing, Seller shall be entitled to, as an adjustment to the Purchase Price, receive from Buyer one hundred percent (100%) of
the Accounts Receivables existing as of the Effective Date and not included in the calculation of Net Working Capital or the Seller Working
Capital Withdrawal Amount as well as any Uncollected Receivables that are received by or on behalf of the Company or Buyer after the
Closing Date as well as any Non-Payable AP after the Closing Date (collectively, the “Seller Receivables”). After
Closing, the Company shall promptly assign to Seller, the Seller Receivables and Seller shall have the right, in consultation with Buyer,
to pursue payment or credit (as applicable) of any such Seller Receivables for Seller’s own account. Seller shall have a lien on
the Company Business, as well as on the Company’s assets, properties, contracts, unused lines of credit as of the Closing Date,
and future receivables with respect to any Seller Receivables (including interest due thereon calculated daily on a 365-day year from
the date such amount is due until full repayment) that are not paid to Seller within five (5) business days of receipt. Seller, the Company
and Buyer shall complete a full and final reconciliation and settlement of the Seller Receivables and any Purchase Price adjustments
contemplated under this

Section 1.03 within ninety (90) days from the Closing Date


 


(f) 
If the parties hereto are unable to resolve any disputes or disagreements arising out of or relating to any matters set forth in this
Section 1.03 (“Dispute(s)”), they shall first endeavor to resolve such Dispute(s) through good faith, diligent
negotiations between the senior executives of Seller and Buyer, and if such Dispute(s) remain unresolved for more than ten (10) business
days after a party raises them, such Dispute(s) shall be submitted for resolution by mutual agreement to the office of an impartial nationally-recognized
firm of independent certified public accountants other than Seller’s accountants or Buyer’s accountants (the “Independent
Accountant”) who, acting as experts and not arbitrators, shall resolve the Dispute(s) only and make any downward adjustments
to the Purchase Price. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant
shall only decide the specific items under Dispute(s) by the parties and their decision for each Dispute must be within the range of
values assigned to each such Dispute in the written objections submitted by the parties hereto. The fees and expenses of the Independent
Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually
contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer. The
Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto
shall agree in writing) after their engagement, and their resolution of the Dispute(s) and their adjustments to the Purchase Price shall
be conclusive and binding upon the parties hereto.


(g) 
Except as otherwise provided in this Agreement, Net Working Capital, Current Assets, Current Liabilities and Other Liabilities shall
be accrued when incurred, and these terms shall be interpreted in accordance with the U.S. Generally Accepted Accounting Principles (“GAAP”),
consistently applied. For example, Seller shall have the benefit of any billings for services performed on or before the Effective Date
(whether invoiced or not) and shall have the liability to pay the consultant performing such service on or before the Effective Date
(whether invoiced to the Company or not). An example (for illustration purposes only) of the Net Working Capital calculation is attached
as Schedule A hereto.


 


(h) 
Any payments made pursuant to this Section 1.03 shall be treated as an adjustment to the Purchase Price by the parties for tax
purposes, unless otherwise required by applicable law. 


 


1.04 
Taxes. Seller shall prepare and file at its own expense the Company’s federal and state income tax returns for all periods
through the close of business on the Effective Date, and Buyer shall cause the Company to provide Seller and its accountants, auditors
and advisors reasonable access to the Company’s books and records for this purpose on a confidential basis. Seller will provide
copies of such returns to Buyer for review and comment prior to filing, and Buyer shall complete its review and comment process in a
timely manner so as not to delay the filing/reporting of such income tax returns. Seller shall be responsible to Buyer and the Company
for any tax liability, including interest and penalties, arising from the operation and business of the Company through the close of
business on the Effective Date, except for any interest, fines and penalties imposed due to the wrongful or delayed acts or omissions
of Buyer or its agents.


 


ARTICLE
II


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


Except
as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller hereby represents and warrants to Buyer that
the statements contained in this Article II are true and correct as of the Effective Date and shall be true and correct as of
the Closing Date.


 


2.01 
Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing in the State
of California, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which it requires such qualification,
except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate have a material
adverse effect on the Company Business.


 


The
Company has no subsidiary and has no equity or other interest in any third party or entity.


 


2.02 
Power and Authority. The Company has the requisite corporate power and authority to own, operate and lease its properties and
assets, and to conduct its business as it is now being conducted.


 


2.03 
Execution and Binding Effect. This Agreement, and all other agreements and instruments executed in connection with this Agreement
(collectively, the “Ancillary Agreements”), have been duly and validly executed and delivered by Seller and SD (as
applicable), and (assuming due authorization, execution and delivery by Buyer) constitute (or upon such execution and delivery will constitute)
legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to laws
affecting creditor’s rights and general principles of equity.


 


2.04 
No Breach, Default, Violation or Consent. The execution, delivery and performance by Seller of this Agreement and the Ancillary
Agreements to which Seller is a party do not and will not:


 


		(a)	violate
                                            the Company’s currently effective Articles of Incorporation or Bylaws;



 


(b) 
materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would
constitute a material default) under, require any consent under or give to others any rights of termination, acceleration, suspension,
revocation, cancellation or amendment of any Company Agreements (as defined below) or any Company Permits (as defined below) or of any
contract, agreement, instrument or document to which the Company is a party, or by which the Company or its assets are bound, except
where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation or amendment would not, individually
or in the aggregate, have a material adverse effect on the Company Business;


 


(c) 
breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a “Governmental
Order”) which names the Company or is directed to the Company or any of their respective assets, except where the breach or
violation would not, individually or in the aggregate, have a material adverse effect on the Company Business; 


 


(d) 
violate any law, rule, regulation, ordinance or code of any governmental entity (each a “Governmental Rule”), except
where the violation would not, individually or in the aggregate, have a material adverse effect on the Company Business; or


 


(e) 
require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person
or entity (each a “Person”), except where Seller’s or the Company’s failure to obtain the consent, authorization,
approval, or exemption, or the Company’s failure to take the action, or make the filing, registration or qualification, would not,
individually or in the aggregate, have a material adverse effect on the Company Business.


 


2.05 
Capitalization; Ownership. The authorized capital stock of the Company consists of (a) 50,000,000 shares of Class A Common Stock,
par value $0.0001 per share, and (b) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, of which (x) no shares of
Class A Common Stock have been issued, (y) 5,000,000 shares of Class B Common Stock have been issued and are outstanding, and (z) there
are no treasury shares. The Shares have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record
by Seller. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange
rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any
of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights
with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of
the capital stock of the Company. 


 


Seller
is the sole beneficial owner of the Shares and the Shares are free and clear of any liens or encumbrances (other than restrictions on
transfer under applicable state and federal laws). Seller further represents that Seller has good and marketable title to the Shares
and the right and authority to transfer the Shares to Buyer pursuant to this Agreement and without any third party consent.


 


2.06 
Employee and Contractor Agreements and Detailed Staffing Margin Analysis. Schedule 2.06 set forth a correct and complete
list of Employee and Contractor agreements and a current Detailed Staffing Margin Analysis for the period up to the Closing Date.


 


2.07 
Financial Statements. 


 


(a) 
The Company has previously delivered to Buyer correct and complete copies of (i) its unaudited internally prepared balance sheets
and statements of income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2018, December 31, 2019
and December 31, 2020, including the footnotes (if any) thereto, and (ii) unaudited internally prepared interim balance sheets and profit
and loss statements as of and for the period ended September 30, 2021 (the “Current Financial Statements” and, together
with the items described in clause (i) above, the “Financial Statements”). The Financial Statements fairly present,
in all material respects, the financial condition of the Company as at the end of the periods covered thereby, and the results of its
operations and the changes in its financial position for the periods covered thereby in accordance with GAAP. Any facts or circumstances
which would result in a substantial change to the Financial Statements, if prepared in accordance with GAAP, have been previously disclosed
to Buyer or mentioned in the Schedules to this Agreement, or otherwise disclosed in writing.


 


(b) 
Except for the liabilities shown in the Current Financial Statements, the Company has, to SD’s knowledge, no liabilities of any
kind, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, and whether due or to become due, including any liability for taxes direct or indirect, other than (w) executory
obligations to perform services under Company Agreements that are not required to be set forth in the Current Financial Statements in
accordance with GAAP, (x) Accounts Payable  incurred in the ordinary course of business since the date of the Current Financial
Statements, (y) those which are adequately reflected or reserved against in the Closing Balance Sheet as of the Effective Date, and (z)
those which have been incurred in the ordinary course of business consistent with past practices since the Closing Balance Sheet Date.


 


(c) 
The proforma calculation of the anticipated Net Working Capital and Other Liabilities of the Company as of the Effective Date to be provided
by Seller pursuant to Section 1.03(b) will reflect Seller’s good faith, reasonable best estimate of those quantities calculated
on a basis consistent with the Current Financial Statements and GAAP.


 


(d) 
Notes and Accounts Receivable. All notes and Accounts Receivables of the Company are reflected properly on their books and records,
are valid receivables subject to no setoffs or counterclaims (except as set forth in applicable legal contracts or other instruments),
are current and collectible, and are eligible to be collected in accordance with their terms at their recorded amounts, subject only
to the reserve for bad debts set forth on the Current Financial Statements, as adjusted for operations and transactions through the Closing
Date in accordance with the past custom and practice of the Company.


 


2.08 
Bank Accounts. Schedule 2.08 sets forth a correct and complete list of the names and locations of all banks, trust companies,
savings and loan associations and other financial institutions at which the Company maintains accounts of any nature, the type and number
of all such accounts and the names of all persons authorized to draw thereon or make withdrawals therefrom.


 


2.09 
Tax Matters. The Company:


 


(a) 
has filed or caused to be filed (or will file or will cause to be filed) all income tax returns and income tax reports required to be
filed by the Company for all periods prior to and ended as of the Effective Date;


 


(b) 
has paid (or will pay) all taxes, interest, penalties, assessments and deficiencies shown to be due on such income tax returns, if any,
and reports or claimed to be due by any governmental entity or which the Company is required to withhold on behalf of any other Person;


 


(c) 
has adequate reserves and the provisions for taxes on the books of the Company are adequate for all open years and for its current fiscal
period up to the Effective Date and properly classify such tax obligations as either current or deferred;


 


(d) 
SD has no knowledge of any proposed assessment of any additional taxes to be imposed against the Company by any governmental entity or
of any basis for any such assessment (whether or not reserved against);


 


(e) 
is not currently being audited by any governmental entity, and no such audit is pending or, to SD’s knowledge, threatened; 


 


(f) 
has not made any tax elections which (i) were in effect in any past year for which the time for audit has not expired, (ii) are
currently in effect or (iii) will be in effect at any future time, except for its election to be taxed under Subchapter S of the
Internal Revenue Code; 


 


(g) 
has not given any waiver or extension of any period of limitation governing the time of assessment or collection of any tax; and


 


(h) 
to SD’s knowledge, meets all tax requirements applicable to the Company for treatment of any individuals who are not treated as
employees and who provide services on behalf of the Company for clients of the Company (“Consultants”) as self-employed
consultants; the services of the Company’s Consultants are retained through consulting companies; the Company complies with all
requirements regarding tax and FICA withholdings, benefits, insurance and workers’ compensation applicable to the Consultants,
which are listed on Schedule 2.09(h); and there have been no challenges on audit or otherwise as to the status of such persons
as self-employed consultants to the Company.


 


2.10 
Litigation. Except as otherwise disclosed on Schedule 2.10, to the Seller’s or SD’s knowledge, there is
no pending, threatened investigation, action or proceeding against the Company, by or before any governmental entity or arbitrator, and
the Seller or SD has no knowledge of any basis for any such investigation, action or proceeding. Except as otherwise disclosed on Schedule 2.10,
there is no pending or, to the Seller’s or SD’s knowledge, threatened investigation, action or proceeding against Seller
by or before any governmental entity or arbitrator which, if determined adversely to Seller, would materially and adversely affect its
ability to consummate the transactions contemplated hereby, and the Seller or SD has no knowledge of any basis for any such investigation,
action or proceeding. Schedule 2.10 sets forth a correct and complete list of each investigation, action and proceeding described
in the preceding sentences, the parties thereto, the alleged basis therefor, the relief sought therein and the current status thereof.



 


2.11 
Absence of Certain Changes and Events. Except as otherwise disclosed on Schedule 2.11, since the Effective Date:


 


(a) 
the Company has not incurred any material obligation or liability except for normal trade obligations incurred in the ordinary course
of business;


 


(b) 
no casualty, loss or damage has occurred with respect to any of the Company’s assets, whether or not the same is covered by insurance;


 


(c) 
the Company has not sold, transferred or otherwise disposed of any of its assets or any interest therein, or agreed to do any of the
foregoing, except for sales of inventory in the ordinary course of business;


 


(d) 
the Company has not written off as uncollectible any of its Accounts Receivables or written down the value of any of its assets outside
the normal course of business;


 


(e) 
the Company has not waived or released any of its rights with respect to its business or assets or permitted any of such rights to lapse;


 


(f) 
no key executive officer or other key employee of the Company has left his or her employment with the Company;


 


(g) 
the Company has not granted, and is not committed to grant, any salary or wage increases to any of its employees, except as occurs in
the ordinary course of business when an employee changes client assignments or following regular employee review;


 


(h) 
the Company has not made, or committed to make, any capital expenditures in excess of Ten Thousand Dollars ($10,000) in the aggregate;


 


(i) 
there has been no payment, discharge or other satisfaction of any liabilities of the Company, whether direct or indirect, fixed or contingent
or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Current Financial Statements
or incurred in the ordinary course of business;


 


(j) 
the Company has not introduced any material change with respect to its business, including without limitation, with respect to services
it provides, the areas in which such services are provided, or its accounting methods; and


 


(k) 
no material adverse change, and no event which is likely to result in a material adverse change, has, to the Seller’s or SD’s
knowledge, occurred or will occur as a result of the consummation of the transactions contemplated in this Agreement.


 


2.12 
Clients. Schedule 2.12 sets forth a correct and complete list of each of the clients of the Company whose business
with the Company constituted five percent (5%) or more of the Company’s net revenues during the twelve (12)-month period ended
December 31, 2020, and for the ten (10)-month period ending October 31, 2021. To SD’s knowledge, the Company is not required to
provide any material bonding or other financial security arrangements in connection with any of its transactions with any such client.
Since January 1, 2021, except in the normal course of business, no such customer has terminated its relationship with, or materially
reduced its business with the Company, and to the best of SD’s knowledge, no such customer intends to terminate its relationship
with, or materially reduce its business with, the Company.


 


2.13 
Constituent Documents and Governmental Rules; Legal Compliance. The Company is and has been in compliance with (a) its charter
and by-laws and (b) to SD’s knowledge, all governmental laws, rules and regulations applicable to the Company, its business
or its assets, including without limitation the Health Insurance Portability and Accounting Act of 1996, as amended and all rules and
regulations promulgated thereunder.


 


To
SD’s knowledge, Company has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments,
orders, decrees, rulings, and charges thereunder and including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1 et seq.) of
federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge,
complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.


 


2.14 
Governmental Orders. Schedule 2.14 sets forth a correct and complete list of all outstanding orders, writs, injunctions,
decrees, awards, judgments and rulings entered by or with any governmental body, agency or authority (collectively, the “Governmental
Orders”) which name the Company or are directed to the Company or any of its assets, together with the governmental entity
who issued the same and the subject matter thereof. To SD’s knowledge, the Company is in compliance with all such Governmental
Orders, except where any non-compliance would not, individually or in the aggregate, have a material adverse effect on the Company Business.


 


2.15 
Company Permits. Schedule 2.15 sets forth a correct and complete list of all permits, licenses, franchises, certificates,
authorizations, consents and approvals obtained from or issued by any governmental entity and which are necessary or desirable for the
ownership or operation of the Company or the ownership, operation or use of its assets (collectively, the “Company Permits”),
and indicates for each whether any consent from the issuing authority is required in connection with the consummation of the transactions
contemplated hereby. To SD’s knowledge, the Company Permits have been validly acquired, are in full force and effect and represent
all governmental permits, licenses, franchises, certificates, authorizations, consents and approvals necessary under applicable Governmental
Orders for the Company to carry on its business as now being conducted and to own, operate or use its assets. To SD’s knowledge,
no violations have been recorded against any such Company Permit, no citation, notice or warning has been issued by any governmental
entity with respect to any such Company Permit, no investigation or hearing has been held by or before any governmental entity with respect
to any such Company Permit, the Company has not received any notice from any governmental entity that it intends to cancel, revoke, terminate,
suspend or not renew any such Company Permit and, to SD’s knowledge, there is no basis for any of the foregoing. To SD’s
knowledge, the Company is in compliance with all such Company Permits, except where any non-compliance would not, individually or in
the aggregate, have a material adverse effect on the Company Business. 


 


2.16 
Environmental Matters.


 


(a) 
No Hazardous Substances (as defined below) have been or are being generated, used, processed, treated, stored, released, transported
or disposed of by the Company;


 


(b) 
No Person who has leased, occupied or used any real property now or previously owned, leased, occupied or used by the Company has, to
SD’s knowledge, generated, used, processed, treated, stored, released or disposed of any Hazardous Substances on such property;
and


 


(c) 
No event has occurred and no condition exists with respect to the Company or its business or assets which has resulted in, or is likely
to result in, any material liability, cost or expense to the Company or any other Person who owns or operates its business or assets
under any applicable Environmental Rule (as defined below), and the Company has not received any notice from any governmental entity
or other Person of its intention to impose any such liability, cost or expense upon the Company or any such Person.


 


As
used herein, the terms: (i) “Environmental Rule” means any Governmental Orders which relates to Hazardous Substances,
pollution or protection of the environment, natural resources or public health or safety, including without limitation, any Governmental
Orders relating to the generation, use, processing, treatment, storage, release, transport or disposal of Hazardous Substances and any
common laws of nuisance, negligence and strict liability relating thereto, together with all rules, regulations and orders issued thereunder,
as any of the same may be amended; and (ii) “Hazardous Substance” means any substance which constitutes, in whole
or in part, a pollutant, contaminant or toxic or hazardous substance or waste under, or the generation, use, processing, treatment, storage,
release, transport or disposal of which is regulated by, any Governmental Orders.


 


2.17 
Real Property.


 


(a) 
Schedule 2.17 sets forth a correct and complete list of (i) all real property currently owned, leased or used by the
Company (collectively, the “Real Property”), (ii) all leases, subleases and other agreements or rights pursuant
to which any Person has the right to occupy or use any of the Real Property owned by the Company, and (iii) all leases, subleases
and other agreements or rights pursuant to which the Company has the right to occupy or use any of the Real Property owned by others.



 


(b) 
To the Seller’s or SD’s knowledge, all improvements located on the Real Property (including without limitation all water,
sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition.


 


(c) 
To the Seller’s or SD’s knowledge, the Real Property: (i) is adequately serviced by all utilities necessary for the
conduct of the Company Business as currently conducted thereon; (ii) has adequate means of ingress and egress, either directly or
by means of perpetual easements or rights-of-way which run with the Real Property; and (iii) has adequate parking that is sufficient
to meet the needs of the Company’s employees and business invitees and to comply with applicable Governmental Rules.


 


2.18 
Personal Property.


 


(a) 
Schedule 2.18 sets forth a correct and complete list of all leases and other agreements pursuant to which the Company leases
any equipment, machinery, fixtures, tools, dies, patterns, vehicles, computer hardware or software or furniture (collectively, the “Equipment”).


 


(b) 
To the Seller’s or SD’s knowledge and except for the office telephone system and the copying/scanning machines, all Equipment
owned or leased by the Company is in good repair and fair operating condition (ordinary wear and tear excepted), is suitable for the
purposes for which it is used and constitutes all Equipment necessary to conduct the Company Business as currently conducted. 


 


(c) 
Except as otherwise disclosed on Schedule 2.18, all Accounts Receivables of the Company (i) represent amounts receivable
for services actually provided, (ii) are not subject to any material defenses, counterclaims or rights of setoff, (iii) have
been billed and are generally due and payable within 30, 45 or 60 days after billing depending on the client, and (iv) are fully
collectible in the ordinary course of business except to the extent of the reserves set forth in the Financial Statements. Schedule 2.18
sets forth the total amount of the Company’s Accounts Receivables outstanding as of the Effective Date, together with the aging
of such receivables, from the due date thereof, based on the following schedule: (i) 0-30 days; (ii) 31-60 days; (iii) 61-90 days; and
(iv) over 90 days.


 


2.19 
Intellectual Property. Schedule 2.19 sets forth a correct and complete list of (a) all patents, registered and
unregistered trademarks, service marks, logos, corporate and trade names and registered and common law copyrights, and all applications
therefor, which are owned by or licensed to the Company or are otherwise used by the Company in its business (the “Intellectual
Property”), (b) all licenses or other agreements pursuant to which any Person has the right to use any Intellectual Property
owned by the Company, (c) all licenses or other agreements pursuant to which the Company has the right to use any Intellectual Property
owned by others, and (d) all consents which must be obtained, all filings which must be made and all other actions which must be
taken in respect of the Intellectual Property in connection with the consummation of the transactions contemplated hereby. The Company
has the lawful right to use all of the Intellectual Property, and no such use infringes upon the lawful rights of any other Person. No
Person is using any Intellectual Property in a manner which infringes upon the lawful rights of the Company.


 


2.20 
Title to Assets. The Company has good and marketable title to, or a valid leasehold interest in, the properties and assets used
by them, located on their premises, or shown on the Closing Balance Sheet delivered to Buyer, or acquired after the Effective Date, free
and clear of all liens. 


 


2.21 
Employment Benefit Plans. Schedule 2.21 sets forth a correct and complete list of all Employment Benefit Plans (used herein
as defined in ERISA) and all other plans, programs, arrangements and policies of any kind of the Company applicable to its employee and
other personnel utilized by it.


 


2.22 
Employee Benefit Plan Compliance. All Employee Benefit Plans maintained by the Company are maintained and funded in accordance
with applicable provisions of ERISA and the Internal Revenue Code.


 


2.23 
Personnel Matters.


 


(a) 
Schedule 2.23 sets forth a correct and complete list of (i) all directors and executive officers of the Company, (ii) all
other employees of or consultants to the Company whose annual compensation (including bonuses and commissions) during the Company’s
fiscal year ended December 31, 2021 was Ten Thousand Dollars ($10,000) or more, (iii) the current job title or relationship to the
Company of each such Person described in clauses (i) and (ii) above, (iv) the amount of compensation (including bonuses and
commissions) paid to each such Person during the Company’s fiscal year ended December 31, 2021 and (v) any employee benefits
or perquisites available to any such Person that are not generally available to employees of the Company.


 


(b) 
Except as otherwise disclosed on Schedule 2.23, the Company is not a party to any employment, consulting or similar agreement,
written or oral, with any Person. 


 


(c) 
Except as otherwise disclosed on Schedule 2.23, (i) no employees of the Company are represented by any labor union or
similar organization, (ii) the Company is not party to any collective bargaining or similar agreement covering any of its employees
and (iii) no labor union or similar organization or group of employees has made a demand for recognition, filed a petition seeking
a representation proceeding or given the Company notice of any intention to hold an election of a collective bargaining representative
at any time during the past three years.


 


(d) 
Except as otherwise disclosed on Schedule 2.23, (i) no strike, work stoppage, contract dispute or other labor disturbance
involving any employees of the Company currently exists or, to the Seller’s or SD’s knowledge, is threatened and (ii) no
investigation, action or proceeding by or before any governmental entity which relates to allegedly unfair or discriminatory employment
or labor practices or the violation of any Governmental Orders relating to employment or labor practices is pending or, to the Seller’s
or SD’s knowledge, threatened, and the Seller or SD has no knowledge of any basis for any such investigation, action or proceeding.


 


(e) 
To the Seller’s or SD’s knowledge, no executive, key employee, or significant group of employees plans to terminate employment
with the Company during the next twelve (12) months. The Company has not committed any material unfair labor practice. With respect to
this transaction, any notice required under any law or collective bargaining agreement has been given, and all bargaining obligations
with any employee representative have been, or prior to the Closing Date will be, satisfied. Within the past 3 years, the Company has
not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of
1988, as amended, or any similar foreign, state, or local law, regulation, or ordinance (collectively, the “WARN Act”),
and no such action will be implemented without advance notification to Buyer


 


(f) 
Except as otherwise disclosed on Schedule 2.23, the Company does not have any employee benefit plans. Each such employee
benefit plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the
terms of such employee benefit plan and complies in form and in operation in all material respects with the applicable requirements of
Employee Retirement Income Security Act of 1974, as amended, Internal Revenue Code of 1986, as amended, and other applicable laws.


 


2.24 
Insurance. Schedule 2.24 sets forth a correct and complete list of all insurance policies of which the Company is
the owner, insured, loss payee or beneficiary and indicates for each such policy any pending claims thereunder. Except as otherwise disclosed
on Schedule 2.24: (a) there has been no failure to give any notice or present any material claim under any such policy
in a timely fashion or as otherwise required by such policy; (b) all premiums under such policies which were due and payable on
or prior to the date hereof have been paid in full; (c) no such policy provides for retrospective or retroactive premium adjustments;
(d) the Company has not received notice of any material increase in the premium under, cancellation or non-renewal of or disallowance
of any claim under any such policy; (e) the Company has not been refused any insurance, nor has its coverage been limited by any
carrier; and (f) the Company has maintained, or been the beneficiary of, general liability policy(ies) reasonable, in both scope and
amount, in light of the risks attendant to its business and which provide coverage comparable to coverage customarily maintained by others
in similar lines of business, and such policies have been “occurrence” policies and not “claims made” policies.
Schedule 2.24 lists all material claims under the Company’s insurance policies since January 1, 2015 and the dispositions
thereof. The Company maintains errors and omissions insurance coverage in the amount of at least Two Million Dollars ($2,000,000) per
claim and Five Two Million Dollars ($5,000,000) in the aggregate.


 


2.25 
Indebtedness. 


 


(a) 
Schedule 2.25 sets forth a complete list of all agreements, documents, instruments and securities which are currently in
effect and which create, evidence or secure any indebtedness of the Company (exclusive of trade payables) or pursuant to which the Company
has guaranteed any indebtedness or other obligations of any other Person, together with the names of the creditors thereunder or beneficiaries
thereof, the principal amount owing thereunder or secured or guaranteed thereby, the interest rates payable thereunder and the amortization
and maturity thereof. 


 


(b) 
Schedule 2.25 sets forth a correct and complete list of all outstanding trade payables payment of which is more than 30 days
overdue and, with respect to any trade payables which have not been paid due to a dispute with a vendor, identifies the nature of such
dispute.


 


2.26 
Other Material Company Agreements. Schedule 2.26 sets forth a correct and complete list of all bids, offers, leases,
licenses, contracts and other business arrangements, written or oral, to which the Company is a party or by which the Company or any
of its assets are bound (collectively, the “Company Agreements”), other than (a) the Company Agreements listed
on any of Schedule 2.17 through Schedule 2.25, (b) Company Agreements involving the payment by or to the
Company, or creating any liability of the Company (whether direct or indirect, fixed or contingent), of more than $10,000 over the term
thereof, and (c) the Company Agreements which are cancelable by the Company on thirty (30) days’ notice or less without any
material liability to the Company.


 


2.27 
Status of Company Agreements. Each Company Agreement listed on any of Schedule 2.17 through Schedule 2.26
is in full force and effect and is enforceable against the Company, the other parties thereto, in accordance with its terms. The
Company is in compliance with each such Company Agreement in all material respects. All other parties to such Company Agreements are
in compliance with the terms thereof in all material respects. No consent of the other parties to such Company Agreements is required
in connection with the consummation of the transactions contemplated hereby other than any change of control provisions set forth therein,
except to the extent that any leases set forth in Schedule 2.17 may contain provisions requiring the consent of the landlord to
assignment, which provisions may provide that the consummation of the transactions contemplated hereby constitutes an assignment, in
which event Buyer agrees that obtaining such consent is not a condition of Closing.


 


2.28 
Delivery of Documents; Accurate Disclosure. Seller has previously delivered to Buyer correct and complete copies of each Company
Agreements listed on Schedule 2.17 through Schedule 2.26 and of each additional agreement, document and instrument
which Buyer (or its accountants or attorneys) has requested in writing. None of the information furnished or to be furnished by Seller
to Buyer or any of its representatives in connection with this Agreement and all other agreements and instruments related to this Agreement,
and none of the representations and warranties of the Company set forth herein, in any other agreements and instruments related to this
Agreement or in any certificate delivered in connection herewith or therewith, (a) is or will, to the Seller’s or SD’s
knowledge, be false or misleading in any material respect, (b) contains or will contain, to SD’s knowledge, any untrue statement
of a material fact, or (c) omits or will omit, to SD’s knowledge, any statement of material fact necessary to make the same
not misleading.


 


2.29 
Brokers’ Fees. Neither the Company nor Seller has any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement. 


 


2.30 
Technology Providers. Schedule 2.30 lists the providers of technology adapted and implemented by the Company for its clients.
The Company consultants and other Company personnel who provide services to clients have met all training requirements the Company of
the clients for whom they work for working with the technology to which they are assigned, and the Company and its Consultants and other
Company personnel who work with such technology are, if required by the client, certified by the respective technology providers.


 


2.31 
Business Continuity. To SD’s knowledge, none of the computer software, computer hardware (whether general or special
purpose), telecommunications capabilities (including all voice, data and video networks) and other similar or related items of automated,
computerized, and/or software systems and any other networks or systems and related services that are used by or relied on by the Company
in the conduct of the Company Business (collectively, the “Systems”) have experienced bugs, failures, breakdowns,
or continued substandard performance in the past twelve (12) months that has caused any substantial disruption or interruption in or
to the use of any such Systems by the Company. The Company is covered by business interruption insurance in scope and amount customary
and reasonable to ensure the ongoing business operations of the Company.


 


2.32 
Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across national
borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective
customers, employees and/or other third parties (collectively “Personal Information”), the Company is and has been,
to SD’s knowledge, in compliance with all applicable laws in all relevant jurisdictions, the Company’s privacy policies and
the requirements of any contract or codes of conduct to which the Company is a party. The Company has commercially reasonable physical,
technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by
it or on its behalf from and against unauthorized access, use and/or disclosure. To the extent the Company maintains or transmits protected
health information, as defined under 45 C.F.R. § 160.103, the Company is in compliance with the applicable requirements of the Health
Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health
Act, including all rules and regulations promulgated thereunder (“HIPAA”). The Company is and has been in compliance
in all material respects with all laws relating to data loss, theft and breach of security notification obligations.


 


2.33 
One Time Expenses. Schedule 2.33 sets forth certain expenses incurred by the Company in fiscal year 2021 prior to the date
of this Agreement. All of the expenses set forth on Schedule 2.33 are one-time expenses, are non-reoccurring in nature, and will
not be incurred by the Company in fiscal years subsequent to 2021.


 


2.34 
PPP Loans. None of the information provided by the Company or on the Company’s behalf in support of the Company obtaining
any Paycheck Protection Program loan (a “PPPL”), or in establishing eligibility for loan forgiveness, or other favorable
terms for such PPPL was materially false or misleading and no information was omitted that, was required to be provided, based on then-current
applicable laws and regulations, to obtain such PPPL, or establish eligibility for loan forgiveness, or other favorable terms for such
PPPL. The Company, under then-current applicable laws and regulations, qualifies for and has been granted complete loan forgiveness for
any principal or interest on each of its PPPL loans and no amounts are due or owning thereon.


 


2.35 
No Other Representations or Warranties. Except for the representations and warranties contained in this Article II hereof
(including the related portions of the Disclosure Schedules), none of Seller, the Company, SD or any other Person has made or makes any
other express or implied representation or warranty, either written or oral, on behalf of Seller of the Company. Without limiting the
generality of the foregoing, none of Seller, the Company, SD or any other Person has made or makes any other representation or warranty
with respect to any projections, estimates or budgets of future revenues, future results of operations, future cash flows or future financial
condition (or any component of any of the foregoing) of the Company.


 


For
purposes of this Article II, the term “Seller’s knowledge” or “SD’s knowledge”
means the actual knowledge of Seller’s officers and directors, or SD, as applicable, after reasonable due inquiry under the circumstances.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


Buyer
hereby represents and warrants to Seller that the statements contained in this Article III are true and correct as of the Effective
Date and shall be true and correct as of the Closing Date.


 


3.01 
Organization. Buyer is a corporation duly organized, validly existing and in good standing in the State of Delaware, and is qualified
to do business as a foreign corporation in each jurisdiction, if any, in which it requires such qualification.


 


 


3.02 
Power and Authority. Buyer has the requisite corporate power and authority to own, operate and lease its properties and assets,
to conduct its business as it is now being conducted, and to execute, deliver and perform this Agreement and the Ancillary Agreements.


 


3.03 
Execution and Binding Effect. This Agreement and the applicable Ancillary Agreements have been duly and validly executed and delivered
by Buyer and (assuming due authorization, execution and delivery by Seller and SD, as applicable) constitute (or upon such execution
and delivery will constitute) legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective
terms, subject to laws affecting creditor’s rights and general principles of equity.


 


3.04 
No Breach, Default, Violation or Consent. The execution, delivery and performance by Buyer of this Agreement and the Ancillary
Agreements do not and will not:


 


		(a)	violate
                                            the Buyer’s currently effective charter or by-laws;



 


(b) 
materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would
constitute a material default) under, require any consent under or give to others any rights of termination, acceleration, suspension,
revocation, cancellation or amendment of any contract, agreement, instrument or document to which Buyer is a party, or by which Buyer
or any of its properties or assets is bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation,
cancellation or amendment would not, individually or in the aggregate, have a material adverse effect on Buyer’s business; 


 


(c) 
breach or otherwise violate any Governmental Order which names Buyer or is directed to Buyer or any of its properties or assets, except
where the breach or violation would not, individually or in the aggregate, have a material adverse effect on Buyer’s business;


 


(d) 
violate any Governmental Rule, except where the violation would not, individually or in the aggregate, have a material adverse effect
on Buyer’s business; or


 


(e) 
require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any Person,
except where Buyer’s failure to obtain the consent, authorization, approval, or exemption, or Buyer’s failure to take the
action, or make the filing, registration or qualification, would not, individually or in the aggregate, have a material adverse effect
on Buyer’s business.


 


3.05 
Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities
Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration
provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities
laws and regulations, as applicable.


 


3.06 
Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make timely
payments of the Purchase Price, and to consummate the transactions contemplated by this Agreement. Buyer has no present intention of,
and does not contemplate, creating any encumbrances on the Company Business or the Company’s or Buyer’s properties, assets,
or contracts, during the Buyer Restriction Period (defined below) to fund the payment of the Purchase Price or the Company’s payment
obligations under the Consulting Agreement, or to take any other actions that would materially reduce the Company Business, or materially
adversely affect the Company’s ability to conduct its operations on an ongoing basis consistent with past practice, or otherwise
render the Company inoperable, unable to pay its debts when due, or cause material breach of its obligations hereunder, including, without
limitation, Buyer’s and the Company’s obligations under Section 7.04.


3.07 
Solvency. Buyer is currently solvent and immediately after giving effect to the transactions contemplated hereby, Buyer and the
Company shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value
greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and
(c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection
with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of any of Buyer
and the Company. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its
ability to pay as they become absolute and matured.


 


3.08 
Legal Proceedings. There are no actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any affiliate
of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred
or circumstances exist that may give rise or serve as a basis for any such action.


 


3.09 
Independent Investigations. Buyer has conducted its own independent investigation, due diligence (financial, legal, tax or otherwise),
review and analysis of the business, results of operation, prospects, condition (financial or otherwise) or assets of the Company, and
acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents
and data of Seller and the Company for such purpose. Buyer acknowledges and agrees that (a) in making its decision to enter into this
Agreement and the Ancillary Agreements, and to consummate the transactions contemplated hereby and thereby, Buyer has relied solely upon
its own investigation and the express representations and warranties of Seller set forth in Article II hereof (including the related
portions of the Disclosure Schedules), and (b) none of Seller, the Company, SD or any other Person has made any representation or warranty
as to Seller, the Company or SD, either written or oral, except as expressly set forth in Article II hereof (including the related
portions of the Disclosure Schedules).


 


ARTICLE
IV


CONDITIONS
PRECEDENT


 


4.01 
Conditions to Each Party’s Obligations. The respective obligations of each Party hereunder shall be subject to the satisfaction
prior to or at the Closing of the following conditions:


 


(a) 
No statute, rule, regulation, order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or
governmental entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement or any Ancillary Agreements,
and shall be in effect.


 


(b) 
There shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental entity
challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Agreements,
or seeking to obtain any material damages.


 


4.02 
Conditions to Seller’s Obligations. The obligations of Seller shall be subject to the satisfaction prior to the Closing
of the following conditions unless waived by Seller in writing:


 


(a) 
The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and
as of the Closing as though made on and as of the Closing Date.


 


(b) 
Buyer shall have performed all agreements and covenants required to be performed by it under this Agreement and the Ancillary Agreements
prior to the Closing Date.


 


(c) 
Buyer shall have provided Seller and/or SD (as applicable) with all of the documents required by Section 5.03 hereof.


 


4.03 
Conditions to Buyer’s Obligations. The obligations of Buyer shall be subject to the satisfaction prior to the Closing of
the following conditions unless waived by Buyer in writing:


 


(a) 
The representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and
as of the Closing as though made on and as of the Closing Date.


 


(b) 
Seller, SD and the Company shall have performed all agreements and covenants that are required to be performed by them under this Agreement
and the Ancillary Agreements prior to Closing Date.


 


(c) 
Seller shall have agreed to reasonably comply and to take good faith, commercially reasonable efforts to cooperate with Buyer in achieving
the terms and conditions and goals and milestones set forth in a mutually acceptable integration plan.


 


(d) 
Buyer shall have received updated financial statements of the Company, including the profit and loss statement, consistent with past
practices and prepared in accordance with GAAP.


 


(e) 
Buyer shall have completed its due diligence of the Company’s bank accounts, Accounts Receivables, Accounts Payables and cash flow
reports and statements with results satisfactory to the Buyer in its good faith, reasonable discretion, subject to Buyer taking best
efforts to complete such due diligence in a timely manner prior to the Closing Date.


 


(f) 
Seller and/or SD (as applicable) shall have provided Buyer with all of the documents required by Section 5.02 hereof.


 


ARTICLE
V


CLOSING
AND DELIVERY OF DOCUMENTS


 


5.01 
Time and Place. The Closing of the transaction contemplated by this Agreement shall take place on or before December 15, 2021,
unless otherwise agreed by the Parties, subject to the satisfaction of all conditions, specifically the delivery of all required documents,
or at such other time and place as the Parties mutually agree (the “Closing Date”). All proceedings to be taken and
all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding
shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. The date of Closing
may be accelerated or extended by written agreement of the parties. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall be deemed to be one and the same agreement. Any copy, facsimile telecommunication
or other reliable reproduction of the writing or transmission required by this Agreement or any signature required thereon may be used
in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used; provided,
however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing
or transmission or original signature.


 


5.02 
Deliveries by Seller. At Closing, Seller shall provide the following to Buyer:


 


(a) 
The original certificate(s) evidencing the Shares duly endorsed by the Seller to Buyer;


 


(b) 
A certificate of executed by the Secretary the Company, dated as of the Closing Date, certifying that attached thereto are true and complete
copies of (i) the articles of incorporation and bylaws of the Company, (ii) all resolutions adopted by the directors of the Company authorizing
the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated
hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with
the transactions contemplated hereby and thereby, and (iii) an incumbency certificate certifying the signatures and incumbency of authorized
signatories of the Company to this Agreement and the Ancillary Agreements;


 


(c) 
A certificate executed by the Secretary of Seller, dated as of the Closing Date, certifying that attached thereto are true and complete
copies of (i) the articles of incorporation and bylaws of Seller, (ii) all resolutions adopted by the directors of Seller authorizing
the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated
hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with
the transactions contemplated hereby and thereby and (iii) an incumbency certificate certifying the signatures and incumbency of authorized
signatories of Seller to this Agreement and the Ancillary Agreements;


 


(d) 
A certificate executed by an officer of Seller and by SD, dated as of the Closing Date, certifying to Buyer that each of the representation
and warranties of Seller in the Article II are accurate in all material respects as on the Effective Date and also as of the Closing
Date, and there has been no material adverse change in the Company or the business of the Company, since the Effective Date up to the
Closing Date;


 


(e) 
The SD Release duly executed by SD and Seller; 


 


(f) 
The Net Working Capital Note duly executed by Seller; 


 


(g) 
The Line of Credit Note duly executed by Seller, the Company and SD;


 


(h) 
The Security Agreement duly executed by Seller;


 


(i) 
The Consulting Agreement duly executed by SD;


 


(j) 
The Guaranty duly executed by SD; and


(k) 
Such other documents as are reasonably necessary to carry out the terms of the transaction contemplated by this Agreement.


 


5.03 
Deliveries by Buyer. At Closing, Buyer shall provide the following:


 


(a) 
Wire-transfer of the Closing Cash Consideration to Seller’s designated bank account as detailed in Schedule C hereto;


 


(b) 
A signed letter to the Buyer’s transfer agent, instructing the transfer agent to issue the applicable Closing Equity Consideration
to SD or Seller (as SD’s designee if so required by SD), and to the Retention Personnel;


 


(c) 
The SD Release duly executed by Buyer;


 


(d) 
The Net Working Capital Note duly executed by Buyer;


 


(e) 
The Line of Credit Note duly executed by Buyer;


 


(f) 
The Security Agreement duly executed by Buyer;


 


(g) 
The Guaranty duly executed by Buyer; 


 


(h) 
The Consulting Agreement duly executed by Buyer; 


 


(i) 
A certificate executed by the Secretary of Buyer, dated as of the Closing Date, certifying that attached thereto are true and complete
copies of (i) the certificate of incorporation and bylaws of Buyer, (ii) all resolutions adopted by the Board of Directors of Buyer authorizing
the execution, delivery, and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions
contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection
with the transactions contemplated hereby and thereby, and (iii) an incumbency certificate certifying the signatures and incumbency of
authorized signatories of Buyer to this Agreement and the Ancillary Agreements; and


 


(j) 
Such other documents as are reasonably necessary to carry out the terms of the transaction contemplated by this Agreement.


 


ARTICLE
VI


INDEMNIFICATION


 


6.01 
Survival of Representations, Etc. The representations, warranties, covenants and indemnities set forth in this Agreement or in
any certificate, document or other instrument delivered in connection herewith or contemplated hereby shall survive the Closing as follows: 


 


(a) 
the representations and warranties in Section 2.01, Section 2.03, Section 2.04, Section 2.05, Section
3.01 and Section 3.03 hereof shall survive indefinitely;


 


(b) 
the representations and warranties in Section 2.09 hereof shall survive for a period ending when the applicable statutes of limitation
with respect to the liabilities in question expire (after giving effect to any extensions or waivers thereof), plus ninety (90) days;
and


 


(c) 
all other representations and warranties in this Agreement or in any certificate, document or other instrument delivered in connection
herewith or contemplated hereby shall survive for a period of thirty-six (36) months from the Closing Date. The expiration of any representation
or warranty as provided in this Section 6.01 hereof shall preclude any indemnity with respect thereof under this Article VI from
and after the time such representation or warranty shall have expired; provided, however, that the expiration of any such representation
or warranty shall not affect the rights of any party in respect of any such indemnity claim therefor as to which notice thereof has been
given under this Article VI prior to the expiration of the applicable survival period provided in this Section 6.01 hereof.



 


6.02 
Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend, save and hold harmless Buyer, the Company
and their respective officers, directors, shareholders, affiliates and successors and assigns (collectively, the “Buyer Indemnified
Parties”) from and against any and all Losses (as defined below) incurred by any Buyer Indemnified Party and arising out of
or resulting from (i) any breach of any representation or warranty given or made by Seller in this Agreement or any Ancillary Agreements;
(ii) any nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement or any Ancillary Agreements; and
(iii) any events or circumstances arising from the business or operations of the Company on or prior to the Effective Date. 


 


6.03 
Indemnification by Buyer. From and after the Closing, Buyer and the Company shall, jointly and severally, indemnify, defend, save
and hold harmless Seller, its officers, directors, shareholders, affiliates and successors and assigns (collectively, the “Seller
Indemnified Parties”) from and against any and all Losses (as defined below) incurred by any Seller Indemnified Party and arising
out of or resulting from (i) any breach of any representation or warranty given or made by Buyer in this Agreement or any Ancillary
Agreements; (ii) any nonfulfillment or breach of any covenant or agreement made by Buyer in this Agreement or any Ancillary Agreements;
and (iii) any events or circumstances arising from the business or operations of the Company on or after the Closing Date. 


 


6.04 
Notice of Indemnity Claims. If any Buyer Indemnified Parties or Seller Indemnified Parties entitled to or seeking indemnification
hereunder (an “Indemnified Party”) (a) determines that any event, occurrence, fact, condition or claim has given or
could give rise to Losses for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement,
(b) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification
hereunder in favor of such Indemnified Party, or (c) with respect to any third party claim, becomes aware of the assertion of any claim
or of the commencement of any action, suit or proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”),
such Indemnified Party shall promptly notify the party or parties obligated to provide indemnification or from whom indemnification is
being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”)
describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice
(if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement
or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided,
however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder
nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party
is materially prejudiced by such failure. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Loss and
the estimated amount thereof. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the delivery
of the Claim Notice that the Indemnifying Party disputes the referenced Claim, the amount of such Claim shall be conclusively deemed
a liability of the Indemnifying Party hereunder (a “Final Claim”).


 


6.05 
Losses Defined. As used in this Article VI, “Losses” means any and all losses, liabilities, obligations
and damages and other reasonable out-of-pocket costs, expenses and charges, including, without limitation, reasonable attorneys’
fees and other amounts incurred in proceedings relating to Losses, but all of which Losses shall be reduced by (a) any insurance proceeds
actually recovered with respect to the events or transactions giving rise to such Losses (less any increase in annual premiums as a result
of such claims) or (b) any reserve set forth in, or provision made in, the Financial Statements specifically with respect to the events
or transactions giving rise to such Losses. 


 


6.06 
Setoff. Buyer may with notice to Seller and SD withhold from any payment obligation pursuant to this Agreement, at Buyer’s
option that is payable to Seller or SD, to the extent of the amount estimated by Buyer in good faith of any Losses incurred or to be
incurred by any Buyer Indemnified Party covered by Seller’s indemnification pursuant to Section 6.02 hereof.


 


6.07 
Threshold. Seller shall not have any liability pursuant to Section 6.02 hereof, unless and until the aggregate amount of
Losses pursuant to Section 6.02 hereof is greater than or equal to Ten Thousand ($10,000) (the “Basket”), in
which case Seller shall be responsible only for Losses exceeding the Basket. Buyer shall not have any liability pursuant to Section
6.03 hereof, unless and until the aggregate amount of Losses pursuant to Section 6.03 hereof is greater than or equal to the
Basket, in which case Buyer shall be responsible only for Losses exceeding the Basket. The aggregate amount of all Losses for which Seller
shall be liable pursuant to Section 6.02 hereof shall not exceed Five Hundred Thousand Dollars ($500,000) (the “Cap”).
The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 6.03 hereof shall not exceed the Cap. Notwithstanding
the foregoing, the limitations set forth in this Section 6.07 shall not apply to Losses based upon, rising out of, or by reason
of any inaccuracy in or breach of any representation of warranty in Section 2.01, Section 2.03, Section 2.05, Section
2.07, Section 2.09, Section 2.10, Section 2.11, Section 2.20 or Section 2.25 hereof. 


 


6.08 
Sole and Exclusive Remedy. Following the Closing, the indemnification rights pursuant to this Article VI shall constitute
the sole and exclusive remedies for Seller, Buyer and the Company, pursuant to this Agreement with respect to Losses of any kind or nature
rising out of or in connection with this Agreement, except for claims arising from fraud, criminal activity, gross negligence or willful
misconduct on the part of any Indemnifying Party.


 


6.09 
Tax Benefits and Tax Detriments. Any Losses shall be calculated net of any tax benefits actually realized by the Indemnified Party
by reason of deductibility of such Losses. 


 


6.10 
Mitigation. Each of the Seller Indemnified Parties and the Buyer Indemnified Parties shall make commercially reasonable efforts
to mitigate or minimize Losses under this Agreement upon and after becoming aware of any event or condition that would reasonably be
expected to give rise to any Losses that are indemnifiable under this Article VI; provided, however, that nothing in this provision
is intended to obligate any such parties to incur extraordinary expense or risk to mitigate or minimize any such Losses.


 


6.11 
Review Rights. Upon reasonable request and during regular business hours and not to exceed more than twice per calendar year,
at the Seller’s own cost expense, Seller may request and shall have access to relevant supporting materials and other documents
as reasonably necessary to verify compliance with the terms and conditions of this Article VI and to investigate and verify any
claims made pursuant this Article VI.


 


ARTICLE
VII


POST-CLOSING
COVENANTS


 


7.01Covenant
Not to Compete. For a period of two (2) years commencing the Closing Date (the “Seller Restriction Period”),
Seller will not engage, directly or indirectly, in the Restricted Business (as defined below) within the United States (the “Territory”).
If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.1 is invalid
or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to
reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which
the judgment may be appealed. As used herein, the term “Restricted Business” means any software services for Electronic
Health Record (EHR) implementation (such as by way of example, EPIC, MEDITECH, and CERNER), EHR Managed Service and Support, and any
healthcare IT related services, other than any services related to or in connection with the implementation, managed services and support
of HIPAAS, or any services related to Dell Boomi consulting. During the Seller Restriction Period, Seller shall not contract directly
with the persons or entities set forth on Annexure J hereto and will only provide services to such persons or entities
as a subcontractor of the Company, except in cases where the end customer chooses to contract with Seller, SD or its designee(s) directly
or through other vendor(s). In such cases where the end customer chooses to contract with Seller, corresponding revenue should flow through
the Company and profit margins should be shared based on mutual understanding. As used herein, “HiPAAS” means the
EHR and healthcare IT services platform and related ecosystem directly or indirectly owned by SD which provides healthcare business products
developed by HiPAAS.


 


7.02 Transition.
Seller shall not take any unreasonable action that is designed or reasonably likely to have the effect of discouraging any lessor, licensor,
customer, supplier, or other business associate of the Company from maintaining materially the same business relationships with the Company
after the Closing as it maintained with the Company during the six (6)-month period prior to the Closing; provided, however, that nothing
in this Section 7.02 shall prevent Seller from conducting legitimate business activities in the ordinary course of its business
that are not specifically aimed at diverting or subverting the Company Business post-Closing.


 


7.03 Confidentiality.
 During the Seller Restriction Period, Seller will treat and hold as such all of the confidential information of the Company and
the Company Business, refrain from using any of the confidential information except in connection with this Agreement, and deliver promptly
to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of the confidential information that
are in its possession; provided, however, that, Seller may retain a copy of such information solely for its personal, confidential use
as may be reasonably necessary for purposes of compliance with its obligations under applicable law and/or for enforcement of its rights
and remedies hereunder and under the Ancillary Agreements.


 


7.04 Conduct
of the Company Business. Commencing the Closing Date and until Buyer has satisfied its obligations to make timely payments
of the Purchase Price (as adjusted) (the “Buyer Restriction Period”), and except as otherwise consented to in writing
by Seller and SD (which consent shall not be unreasonably withheld), Buyer shall, and shall cause the Company to, (x) conduct the business
of the Company in the ordinary course of business consistent with past practice; (y) use reasonable commercial efforts to maintain and
preserve intact the current organization (other than as contemplated by this Agreement), business and franchise of the Company, and to
preserve the rights, franchises, goodwill and relationships of its employees, consultants, lessors, licensors, lenders, customers, suppliers,
vendors, business associates, regulators and others having business relationships with the Company; and (z) take good faith, diligent
reasonable commercial efforts to maximize the Gross Revenues of the Company during the remainder of FY 2021 and also in FY 2022 (if the
2021 Gross Revenue Target is not met). Without limiting the generality of the foregoing, during the Buyer Restriction Period, Buyer shall:


(i) 
cause the Company to preserve and maintain all of its licenses and permits;


(ii) 
cause the Company to pay its debts, taxes and other obligations when due, and not assume any new debts or obligations other in the ordinary
course of the Company Business consistent with past practice;


(iii) 
cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were prior
to the Closing Date, reasonable wear and tear excepted;


(iv) 
cause the Company to continue in full force and effect without modification all insurance policies, except as required by applicable
law;


(v) 
cause the Company to defend and protect its properties, assets contracts and the Company Business from infringement or usurpation, not
to transfer any of its properties, assets, revenues, contracts or the Company to third parties, or create any liens or encumbrances thereon
(including, without limitation, by way of selling, assigning, leasing or factoring the Company’s Accounts Receivables), or take
any other actions which would materially adversely affect the Company’s ability to fully satisfy its obligations hereunder;


(vi) 
cause the Company to perform all of its material obligations under all contracts relating to or affecting its properties, assets or the
Company Business;


(vii) 
cause the Company to maintain its books and records in accordance with past practice, and permit Seller, SD and their respective agents
to inspect and copy the books and accounts of the Company for purposes of verifying Buyer’s and the Company’s compliance
with its obligations hereunder;


(viii) 
cause the Company to comply in all material respects with all applicable laws, rules and regulations, as well as all applicable customer
policies and practices, including privacy and data security protocols; and


(ix) 
cause the Company not to take or permit any action that would cause any of the changes, events or conditions which would materially reduce
the Company Business, or materially adversely affect its ability to conduct its operations on an ongoing basis consistent with past practice,
or otherwise render the Company inoperable, unable to pay its debts when due, or cause material breach of its obligations hereunder.


 


7.05 
Gross Revenue and Net Income. Seller hereby covenants to Buyer that the gross revenues and net operating income of the Company
on an accrual basis for the twelve (12)-month period ending on December 31, 2021 will be at least $21,318,391.00 and $1,385,695.42 ,
respectively, if (i) Buyer continues to operate the Company Business post-Closing in the ordinary course during that period, and (ii)
subject to any force majeure events or other factors beyond the reasonable control of any of applicable party.


 


7.06 
Revenue Not Yet Booked. Seller hereby covenants to Buyer that, as of the Execution Date, the Company has entered into various
contracts with its customers to provide future services related to the Company Business, and that the revenue under such contracts has
not been earned or booked in the Company’s financial statements as of the Execution Date, and it will account for at least $6,556,227.00
of revenue for the Company in fiscal year 2022 and $279,703.00 of revenue for the Company in fiscal year 


 


7.07
 Customer Contracts. The Company shall continue to retain the ability to service the contracts listed on Schedule B
hereto (the “Customer Contracts”) after the Closing Date in accordance with their respective terms if (i) the Company
continues to operate the Company Business post-Closing in the ordinary course, and (ii) subject to any force majeure events or other
factors beyond the reasonable control of any of applicable parties to such Customer Contracts.


 


7.08 Line
of Credit. Buyer will work with SD to have Bank of the West remove SD as guarantor of the Line of Credit and replace with Buyer as
guarantor. The parties hereto agree that in the event SD is removed as a personal guarantor of the Line of Credit and Bank of the West
issues a letter certifying the full, complete and unconditional discharge of SD as a personal guarantor under the Line of Credit to SD’s
satisfaction, the Line of Credit Note shall be deemed canceled in its entirety.


 


Buyer,
the Company, and their respective officers and directors shall be jointly and severally liable for Buyer’s failure to make timely
payments of the Purchase Price (as adjusted) pursuant to this Agreement.


 


ARTICLE
VIII


MISCELLANEOUS
PROVISIONS


 


8.01 
Amendments. This Agreement may be amended only by a writing signed by each of the parties, and any such amendment shall be effective
only to the extent specifically set forth in such writing.


 


8.02 
Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors
and assigns; provided, however, that any assignment by a party of its rights under this Agreement without the written consent of the
other parties shall be null and void ab initio. No assignment shall relieve the assigning party of any of its obligations hereunder.



 


8.03 
Entire Agreement; Conflicts. This Agreement and the Ancillary Agreements contain the entire agreement of the parties with respect
to the transactions contemplated hereby and thereby, and supersede all prior and contemporaneous written and oral agreements, oral agreements,
relating to such transactions. In the event of any inconsistency between the statements in the body of this Agreement and those in the
Ancillary Agreements, the Annexures, Schedules and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure
Schedules), the statements in the body of this Agreement will control.


 


8.04 
Expenses. Except as otherwise specifically provided herein or in any other agreements and instruments related to this Agreement,
each party shall be responsible for such expenses as it may incur in connection with the negotiation, preparation, execution, delivery,
performance and enforcement of this Agreement and the Ancillary Agreements; provided, however, that the Company shall be responsible
for and shall remit the fees of its attorneys, advisors, accountants and consultants accrued up and through the Closing Date (the “Fees”),
but if Closing is not consummated by the Drop Dead Date (defined below) due to Buyer’s default, failure to complete due diligence,
or failure to fund the Closing Consideration, Buyer shall be solely responsible for recompensating the Company for such actual Fees incurred
up to and through the termination date of this Agreement. 


 


8.05 
Further Assurances. The parties shall from time to time do and perform such additional acts and execute and deliver such additional
documents and instruments as may be required by applicable governmental rules or reasonably requested by any party to establish, maintain
or protect its rights and remedies or to effect the intents and purposes of this Agreement and all other agreements and instruments related
to this Agreement. Without limiting the generality of the foregoing, each party agrees to endorse (if necessary) and deliver to the other,
promptly after its receipt thereof, any payment or document which it receives on or after the Closing Date and which is the property
of the other. Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to possession of all documents,
books, records (including tax records), agreements, and financial data of any sort relating to the Company and the Company Business;
provided, however, that, Seller may retain a copy of such documents, books, records (including tax records), agreements, and financial
data solely for its personal, confidential use as may be reasonably necessary for purposes of compliance with its obligations under applicable
law and/or for enforcement of its rights and remedies hereunder and under the Ancillary Agreements.


 


8.06 
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of California without giving
effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of California. Buyer, Seller and SD each hereby irrevocably consents
to the jurisdiction of the state and federal courts located in the San Francisco Bay Area, California in any case or controversy arising
under this Agreement, and that process may be served in the manner provided in Section 8.08 hereof.


 


8.07 
Termination. This Agreement may be terminated at any time prior to the Closing:


 


(i) 
by the mutual written consent of Seller and Buyer;


 


(ii) 
by Buyer by written notice to Seller if:


 


(a) 
any of the conditions set forth in Section 4.01 or Section 4.03 shall not have been, or if it becomes apparent that any
of such conditions will not be, fulfilled by Seller by December 15, 2021 (the “Drop Dead Date”), unless such failure
shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed
or complied with by it prior to the Closing.


 


(iii) 
by Seller by written notice to Buyer if:


 


		(a)	any
                                            of the conditions set forth in Section 4.01 or Section 4.02 shall not have
                                            been, or if it becomes apparent that any of such conditions will not be, fulfilled by Buyer
                                            by the Drop Dead Date, unless such failure shall be due to the failure of Seller to perform
                                            or comply with any of the covenants, agreements or conditions hereof to be performed or complied
                                            with by it prior to the Closing; or



 


(iv) 
by Buyer or Seller in the event that (a) there shall be any law that makes consummation of the transactions contemplated by this Agreement
illegal or otherwise prohibited or (b) any Governmental Orders restraining or enjoining the transactions contemplated by this Agreement
shall have been issued, and such Governmental Order(s) shall have become final and non-appealable.


 


8.08 
Effect of Termination. In the event of the termination of this Agreement in accordance with Section 8.07, this Agreement
shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 4.02(a)
hereof, Article VI and this Section 8.08; provided, however, that nothing herein shall relieve any party hereto from
liability for any willful breach of any provision hereof. Furthermore, Buyer shall maintain strict confidentiality of the Company Business
and any other non-public, proprietary information of Seller, the Company and SD that Buyer had access to or that was disclosed to Buyer
in connection with this Agreement, and Buyer shall not disclose or use such information whatsoever without the prior written consent
of Seller, the Company and SD.


 


8.09 
Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required
or permitted hereunder:


 


(a) 
shall be in writing or by email;


 


(b) 
shall be sent by messenger, certified or registered U.S. mail, a reliable express delivery service or telecopier (with a copy sent by
one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and


 


(c) 
shall be deemed to have been given on the date of receipt by the addressee (or, if the date of receipt is not a business day, on the
first business day after the date of receipt), as evidenced by (i) a receipt executed by the addressee (or a responsible person
in their office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim
or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (ii) a receipt generated by the sender’s
telecopier showing that such communication was sent to the appropriate number on a specified date, if sent by telecopier.


 


All
such communications shall be sent to the following addresses or numbers, or to such other addresses or numbers as any party may inform
the others by giving five business days’ prior notice:


 


	If
                                            to Seller:

     

    Go
    To Assistance Inc.

    1217
    Pineto Pl

    Pleasanton,
    CA 94566

    Email:
    deokuls@gmail.com

     

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

     

    IndUS
    Counsel, Inc.

    39111
    Paseo Padre Parkway, Suite 315

    Fremont,
    CA 94538

    Attention:
    Snehal Patil

    Email:
    spatil@induscounsel.com
	If
                                            to Buyer:

     

    Suresh
    Venkatachari

    4309
    Hacienda Dr, Suite 150

    Pleasanton,
    CA 94583

    Email:
    sureshv@healthcaretriangle.com

     

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

     

    Carmel,
    Milazzo & Feil LLP

    55
    West 39th Street, 18th Floor, New York, NY 10018

    E-mail: jwofford@cmfllp.com 

     

     

     
	If
                                            to SD:

     

    Mr.
    Sandeep Deokule

    1217
    Pineto Pl

    Pleasanton,
    CA 94566

    Email:
    deokuls@gmail.com

     

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

     

    IndUS
    Counsel, Inc.

    39111
    Paseo Padre Parkway, Suite 315

    Fremont,
    CA 94538

    Attention:
    Snehal Patil

    Email:
    spatil@induscounsel.com



 


8.10 
Publicity. No party hereto shall make any press release, announcements in social media, corporate communications and announcements,
or any other form of other public announcement regarding this Agreement or any Ancillary Agreements, or any transactions contemplated
hereby or thereby, until the text of such release or announcement has been submitted to Buyer and Seller and both have approved the same
in writing.


 


8.11 
Severability. Any provision of this Agreement, which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


8.12 
Waivers. The due performance or observance by the parties of their respective obligations hereunder and under the Ancillary Agreements
shall not be waived, and the rights and remedies of the parties hereunder and thereunder shall not be affected, by any course of dealing
or performance or by any delay or failure of any party in exercising any such right or remedy. The due performance or observance by a
party of any of its obligations hereunder or under any Ancillary Agreements may be waived only by a writing signed by the party against
whom enforcement of such waiver is sought, and any such waiver shall be effective only to the extent specifically set forth in such writing


 


8.13 
Withholding. All payments by Buyer pursuant to this Agreement and the Exhibits hereto are subject to any applicable U.S. federal
or state tax withholding.


 


8.14 
Broker. Each party shall be responsible for such expenses and fees as it may incur in connection with any broker, agent or finder
on account of this Agreement.


 


8.15 Limitations
on Damages. Notwithstanding any other provision contained elsewhere in this agreement to the contrary, except with respect to indemnification
of the third party claims, each party acknowledges that this agreement does not authorize a party to sue for or collect from the other
party any punitive damages, or any consequential or indirect damages in connection with this agreement and the transactions contemplated
hereby and that each party expressly waives for itself and on behalf of its affiliates, any and all claims that it may have against the
other party and the other party’s affiliates for its own such damages in connection with this agreement and the transactions contemplated
hereby.


 


8.16 Specific
Performance. The parties agree that irreparable damage would occur if any provision of this Agreement or any Ancillary Agreements
were not performed in accordance with the terms hereof or thereof (as applicable) and that the aggrieved parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


8.17 Attorney
Representation.


 


(a) 
Buyer has been informed that IndUS Counsel, Inc., a California professional corporation, located at 39111 Paseo Padre Parkway, Suite
315, Fremont, CA 94538 (“IndUS Counsel”), has acted as counsel to Seller, the Company and SD, whereby it has advised
each of them in connection with the negotiation and execution of this Agreement, the Ancillary Agreements, and the consummation of the
transactions contemplated hereby and thereby (the “Transaction-Specific Matters”).


(b) 
Buyer hereby consents and agrees to, and agrees to cause the Company after the Closing to consent and agree to, IndUS Counsel representing
one or more of Seller, SD, or any of their related parties (collectively, the “Selling Parties”), after the Closing
in connection with the Transaction-Specific Matters, including with respect to disputes in which the interests of one or more of the
Selling Parties may be directly adverse to Buyer and/or the Company, even though IndUS Counsel may have represented the Company in a
matter substantially related to any such dispute. Buyer further consents and agrees to, and agree to cause the Company after the Closing
to consent and agree to, the communication by IndUS Counsel to one or more of Selling Parties in connection with any such representation
of any fact specifically relating to such dispute known to IndUS Counsel arising by reason of IndUS Counsel’s representation of
the Company in the Transaction-Specific Matters.


(c) 
In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company to irrevocably
waive and not to assert after the Closing, any conflict of interest arising from or in connection with (i) IndUS Counsel’s representation
of the Company prior to the Closing in connection with the Transaction-Specific Matters and (ii) IndUS Counsel’s representation
of one or more of the Selling Parties after the Closing in connection with the Transaction-Specific Matters.


(d) 
Buyer further agrees, on behalf of itself and, after the Closing, on behalf of the Company, that all communications in any form or format
whatsoever between or among IndUS Counsel, on the one hand, and the Company and one or more of the Selling Parties, on the other hand,
that relate in any way to the Transaction-Specific Matters (collectively, the “Privileged Communications”) will be
deemed to be attorney-client privileged and that the Privileged Communications and the expectation of client confidence relating thereto
belong solely to the Selling Parties, collectively, or to one or more of the Selling Parties, individually, and will not pass to or be
claimed by Buyer or the Company, or any of their respective affiliates or related parties post-Closing.


(e) 
Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer and/or the Company, or any of their
respective affiliates or successors-in-interest, on the one hand, and a third party other than one of the Selling Parties, on the other
hand, Buyer and/or the Company (or such affiliate or successor-in-interest) may assert the attorney-client privilege to prevent the disclosure
of the Privileged Communications to such third party; provided, however, that none of Buyer or the Company, or any of their respective
affiliates or successors-in-interest, may waive such privilege without the prior written consent of SD. After the Closing, in the event
that Buyer or the Company, or any of their respective affiliates or successors-in-interest, is legally required by governmental order
or otherwise to access or obtain a copy of all or a portion of the Privileged Communications, Buyer or the Company will promptly (and,
in any event, within three business days), to the extent not legally prohibited, notify SD in writing (including by making specific reference
to this provision) so that SD can seek a protective order and Buyer and/or the Company agree to use commercially reasonable efforts to
assist therewith (at Seller’s sole cost and expense).


(f) 
To the extent that privileged files or other privileged materials constituting the Privileged Communications maintained by IndUS Counsel
constitute property of its clients, only the Selling Parties (or one or more of them) will hold such property rights and IndUS Counsel
will have no duty to reveal or disclose any such files or other materials or any other the Privileged Communications by reason of any
attorney-client relationship between IndUS Counsel, on the one hand, and Buyer or the Company, or any of their respective affiliates
or successors-in-interest, on the other hand.


 


 


[Signature
Page Follows]





 






    	 	1	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Share Purchase Agreement to be executed as of the Execution Date by their respective
officers thereunto duly authorized (as applicable).


 


 


Buyer:


Healthcare
Triangle, Inc.


 





By:
/s/ Suresh Venkatachari


Name:
Suresh Venkatachari


Title:
CEO





 


 


Seller:


Go
To Assistance Inc.





 


 


By:
/s/ Sandeep Deokule


Name:
Sandeep Deokule


Title:
CEO


 


 


Company:


Devcool
Inc.


 





 


By:
/s/ Sandeep Deokule


Name:
Sandeep Deokule


Title:
CEO


 


 


 


SD:


 


 


/s/
Sandeep Deokule


Sandeep
Deokule, an individual


 


 









    	 	2	 



     


    

 


ANNEXURE
A


 


Retention
Personnel


 


	S.
    No.	Name
    of Personnel	Share
    of Closing Equity Consideration
	1. 
     	Alina
    Sladariu	$75,000
	2. 
     	Dipa
    Rangarajan	$75,000
	3. 
     	Ronald
    Beteta	$50,000


 









    	 	3	 



     


    

 





ANNEXURE
B


 


Earnout


 


		1.	Earnout
                                            will be calculated based on the achievement of the “Gross Revenues” of
                                            the Company for the applicable Earnout Period, as mentioned below.



		2.	“Year
                                            1 Earnout”:



Year
1 Earnout Period: January 1, 2022 – December 31, 2022


Year
1 Targeted Gross Revenues: $22,000,000


Maximum
Year 1 Cash Earnout: $1,000,000


Maximum
Year 1 Equity Earnout: $250,000


		·	Year
                                            1 Earnout will be calculated as per table below. For example, on achievement of Gross Revenues
                                            of 90%, the Cash Earnout will be $500,000 and the Equity Earnout will be $125,000.



		·	Any
                                            actual Gross Revenues achieved above $22,000,000 during the Year 1 Earnout Period will be
                                            counted towards meeting the Year 2 Targeted Gross Revenues.



		·	No
                                            Year 1 Earnout will be payable if the actual Gross Revenues achieved during the Year 1 Earnout
                                            Period are below 85% of the Year 1 Targeted Gross Revenues. If the actual revenue in year
                                            2022 is below 85% (less than $18,700,000), but the combined revenue in years 2022 and 2023
                                            is above the threshold ($39,100,000), earnout will be paid based on the gross revenues achieved.



	Year
    1 Cash Earnout 	Year
    1 Equity Earnout 	Targeted
    Gross Revenues Achieved
	$1,000,000	$250,000	100%
	$750,000	$187,500	95%
	$500,000	$125,000	90%
	$250,000	$62,500	85%


 


		3.	“Year
                                            2 Earnout”:



Year
2 Earnout Period: January 1, 2023 – December 31, 2023


Year
2 Targeted Gross Revenues: $24,000,000


Maximum
Year 2 Cash Earnout: $1,000,000


Maximum
Year 2 Equity Earnout: $250,000


		·	Year
                                            2 Earnout will be calculated as per table below. For example, on achievement of Gross Revenues
                                            of 90%, the Cash Earnout will be $500,000 and the Equity Earnout will be $125,000.



		·	No
                                            Year 2 Earnout will be payable if the actual Gross Revenues achieved during the Year 2 Earnout
                                            Period are below 85% of the Year 2 Targeted Gross Revenues. 



	Year
    2 Cash Earnout 	Year
    2 Equity Earnout 	Targeted
    Gross Revenues Achieved
	$1,000,000	$250,000	100%
	$750,000	$187,500	95%
	$500,000	$125,000	90%
	$250,000	$62,500	85%


 









    	 	4	 



     


    

 





ANNEXURE
C


 


Form
of Consulting Agreement


 


[See
Attached]


 


 




    	 	5	 



     


    

 


ANNEXURE
D


 


Form
of SD Release


 


[See
Attached]


 


 




    	 	6	 



     


    

 


ANNEXURE
E


 


Pricing
Assumptions


 


		(i)	The
                                            Company’s Gross Revenues for the period January 1, 2019 to December 31, 2019 are $25,300,000
                                            (approx.) and Net Operating Income for the same period is $2,500,000 (approx.).



 


		(ii)	The
                                            Company’s Gross Revenues for the period January 1, 2020 to December 31, 2020 are $22,290,000
                                            (approx.) and Net Operating Income for the same period is $2,600,000 (approx.). Net Operating
                                            Income includes PPP of $1,100,000 (approx.).



 


		(iii)	The
                                            Company’s Gross Revenues for the period January 1, 2021, to September 30, 2021, is
                                            $16,700,000 (approx.) and Net Operating Income for the same period is $1,600,000 (approx.).
                                            Net Operating Income includes PPP of $1,030,000 (approx.).



 


		(iv)	The
                                            Company’s Accounts Receivables as of September 30, 2021are $3,130,270 (approx.) and
                                            Accounts Payable as of that date are $856,845 (approx.).



 


		(v)	The
                                            Company’s projected Gross Revenues for the twelve (12)-month period between January
                                            1, 2021 through December 31, 2021 are expected to be $20,385,824 (approx.) and Net Operating
                                            Income for the same period is expected to be $2,072,300 (approx.), in each case, excluding
                                            forgiveness of any Payroll Protection Program loans.



 


		(vi)	Accounting
                                            figures are based on an accrual basis.



 


The
terms “Accounts Receivables”, “Accounts Payable”, “Net Income” and “Gross
Revenues” shall be interpreted in accordance with the Company’s Financial Statements.


 




    	 	7	 



     


    

 


ANNEXURE
F


 


Form
of Net Working Capital Note


 


[See
Attached]


 


 




    	 	8	 



     


    

 


ANNEXURE
G


 


Form
of Security Agreement


 


[See
Attached]


 


 




    	 	9	 



     


    

 


ANNEXURE
H


 


Form
of Guaranty


 


[See
Attached]


 


 




    	 	10	 



     


    

 


ANNEXURE
I


 


Form
of Line of Credit Note


 


[See
Attached]


 


 




    	 	11	 



     


    

 


ANNEXURE
J


 


Restricted
Entities


 


1.
City of Hope


 




    	 	12	 



     


    

 


SCHEDULE
A


 


Net
Working Capital Calculation


 


Working
Capital Amount as of the Effective Date:


 


	Current
    Assets	$4,112,695.28
    
	Current
    Liabilities	$1,167,550.37
    
	Other
    Liabilities	$270,513.42
    
	Working
    Capital Amount	$2,674,631.49
    


 


Accounts
Receivables, Accounts Payables and Other Liabilities as of the Effective Date:


 


	Oct
    31 AR	$3,144,739.82
    
	Oct
    31 AP	$639,664.00
    
	Other
    Liability	$270,513.42
    
	BOA
    CC Line	$0.00
    
	 	 
	 	 
	Cash
    in Bank of Dec 10th	$175,682.22
    
	To
    Seller on Dec 9th	$459,449.20
    
	Paid
    Oct31 AR as of Dec 8th	$1,558,368.56
    
	Estimated
    AP for Paid AR	$311,673.71
    
	Estimated
    NWC Available	$1,246,694.85
    
	Outstanding
    AR as of Dec 9	$1,586,371.26
    
	Estinated
    Outstanding AP	$327,990.29
    
	 	 
	LOC
    to Seller on Dec 10th	$1,246,694.85
    
	AP
    Paid via LOC	$119,000.00
    
	Total
    to Seller on Dec 8th	$1,706,144.05
    
	Liability
    with Buyer - 45 days	 
	LOC	$1,365,694.85
    
	 	 
	Liability
    with Buyer - 90 days	 
	Total
    Bank + AR - AP	$962,146.12
    





 






    	 	13	 



     


    

 


SCHEDULE
B


 


Customer
Contracts


 


List
of current contracts:


 


	Customer	MSA
    Effective Date	End
    Date
	City
    of Hope	5/18/18	4/30/23
	State
    of California - LCB	9/18/18	8/31/24
	San
    Francisco Department of Public Health	11/1/18	12/31/23
	5
    UCs	7/19/19	6/30/22
	Lumentum
    	7/19/21	7/28/22
	Liquid
    Robotics	7/18/19	Specific
    to SOW
	Paladina
    Health	8/8/19	Specific
    To SOW
	HealthTrust
    Workforce Solutions (for Franciscan Alliance)	4/7/20	Automatic
    renewal every Dec 31st unless cancelled.
	San
    Francisco Health Plan	9/1/20	9/1/22
	UCI
    Campus OIT	9/1/20	8/31/23
	San
    Francisco Department of Public Health	11/1/18	12/31/23
	BTMG	 	The
    term of this Agreement shall continue for in accordance with the applicable Services Schedule
	Infinite	 	Continue
                                            for 1 year after the completion of the last SOW; 1/15/2021 was end date of last SOW. Next
                                            SOW is starting on 12/20/2021 - contract processing in progress.

     

	UCDH
    L2 MS	 	6/30/23


 






    	 	14	 



     


    

 






SCHEDULE
C


 


Seller’s
Designated Bank Account


 


Account
Name: Go to Assistance Inc


Bank
Name: Bank of the West


Bank
Address: 140 Sunset Dr, San Ramon, CA 94583


Routing
No.: 121100782


Account
No.: 069635993


 






    	 	15