Asset Transfer Agreement, by and between Healthcare Triangle, Inc. and SecureKloud Technologies, Inc., dated October 21, 2024

EX-10.1 3 ea021870801ex10-1_healthcare.htm ASSET TRANSFER AGREEMENT, BY AND BETWEEN HEALTHCARE TRIANGLE, INC. AND SECUREKLOUD TECHNOLOGIES, INC., DATED OCTOBER 21, 2024

Exhibit 10.1

 

 

 

 

 

 

 

ASSET TRANSFER AGREEMENT

 

October 21, 2024

 

 

 

 

 

 

 

 

 

ASSET TRANSFER AGREEMENT

 

This ASSET TRANSFER AGREEMENT (the “Agreement”) is entered into as of October 21, 2024 (“Execution Date”) by and between:

 

(1)

SecureKloud Technologies, Inc ., a Nevada corporation, having its registered office at 666 Plainsboro Road, Suite 448, Plainsboro, NJ 08536, USA (the “Seller” which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and administrators); and

 

(2)

Healthcare Triangle, Inc., a Delaware corporation, having its principal office at 7901, Stoneridge Drive, Suite 220, Pleasanton, CA 94588 (hereinafter referred to as the “Purchaser” which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and administrators).

 

(The Seller and the Purchaser are individually referred to in this Agreement as a “Party” and together as the “Parties”).

 

RECITALS:

 

WHEREAS: the Seller is a leading global information technology business transformation, secure cloud solutions and managed services provider headquartered in Plainsboro, NJ providing solutions – SMAC (Social, Mobile, Analytics and Cloud) for seamless connectivity between consumers, small, mid-size and large enterprises, (the “Business”);

 

WHEREAS: The Seller wishes to sell, transfer, convey and assign to the Purchaser, and the Purchaser wishes to purchase from the Seller the business, assets, and operations relating to cloud and technology domain that currently form part of the Seller’s Business (the “Transferred Assets”), as a whole and as a going concern in exchange for the issuance by the Purchaser to the Seller of 1,600,000 shares of the Purchaser’s Series B Convertible Preferred Stock, the Certificate of Designations Rights and Preferencecs of which is set forth on Exhibit A (the “Preferred Stock”), on and subject to the terms and subject to the conditions specified in this Agreement (the “Purchaser Equity”).

 

WHEREAS: The Purchaser and Seller have passed appropriate board resolutions authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing their respective representatives to execute all documentation and undertake all actions in relation thereto; and

 

WHEREAS: The Seller and the Purchaser wish to record in this Agreement the terms of the proposed transfer of the Transferred Assets in consideration for the issuance of the Purchaser Equity by the Purchaser to the Seller.

 

 

AGREEMENT:

 

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

 

1. AGREEMENT TO SELL AND PURCHASE

 

1.1 Subject to the other provisions of this Agreement, the Seller hereby sells, conveys, transfers and assigns the Transferred Assets to the Purchaser, as a whole, and as a going concern, in consideration for the issuance to the Seller of the Purchaser Equity, in the manner and on the terms specified in this Agreement.

 

1.2 Subject to the other provisions of this Agreement, and based on the representations of the Seller contained in this Agreement (“Representations”), the Purchaser hereby purchases from the Seller the Transferred Assets in consideration for the issuance to the Seller of the Purchaser Equity of 1,600,000 shares at $4.50 per share valuing the transferred assets at USD 7.20 million, in the manner and on the terms specified in this Agreement.

 

1.3 The consideration of USD 7.20 million is 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 30 Trading Days immediately prior to the Closing Date (the “Closing Equity Consideration”).

 

1.4 Without prejudice to the generality of the foregoing, and subject to Clause 1.4 below, the term “Transferred Assets” as used in this Agreement shall include all assets of the Business involved in cloud and technology domain, including, without limitation, each of the following:

 

(i) All assets (business contracts and employees) owned by the Seller identified in Schedule 1.3(i): Transferred Tangible Assets to this Agreement (collectively, the “Transferred Tangible Assets”), free and clear of any liens, pledges, charges, mortgages, defects in title, objections, security interests, claims, options, rights of first offer or refusal, hypothecations, restrictions on transfer, or other encumbrances of any kind (“Encumbrances”)

 

(ii) all immigration-related interests, obligations and liabilities of the Seller as the original petitioning employer, including but not limited to those obligations, liabilities, and undertakings arising from and under attestations contained in the Labor Condition Applications (LCAs) filed with the U.S. Department of Labor for H-1B petitions filed by the Seller;

 

(iii) All agreements, contracts, franchises, insurance policies, leases, property licenses, purchase orders, software licenses, software escrow agreements, technology licenses understandings, or arrangements relating to the Seller’s cloud and technology business (“Arrangements”) entered into by the Seller for or in connection with the Seller’s cloud and technology business (“Transferred Contracts”) and listed and identified in Schedule 1.3(iii): Transferred Contracts to this Agreement;

 

(iv) Subject to obtaining approvals of any third parties as may be required, all Arrangements entered into by the Seller for or in connection with the Seller’s cloud and technologycloud and technology business (“Future Transferred Contracts”) and listed and identified in Schedule 1.3(iv):: Future Transferred Contracts to this Agreement, which Future Transferred Contracts shall be deemed assigned automatically and immediately upon receipt of the appropriate approvals of any third parties, as required;

 

 

(v) All government and regulatory permits, licenses, concessions, or other similar consents held by the Seller for or in connection with the Seller’s cloud and technology business (“Permits”), if and to the extent such Permits are valid and subsisting on the Closing Date and are capable of being transferred or assigned in accordance with applicable law, as listed and identified in Schedule 1.3(v): Permits to this Agreement;

 

(vi) The release from employment by the Seller of the employees connected with the Seller’s cloud and technology business, who have been offered employment by the Purchaser as on the Closing Date, who have accepted such employment, and who are identified in Schedule 1.3(vi): Transferred Employees to this Agreement (“Transferred Employees”);

 

(vii) All business and financial records and documents connected with or relating to the Seller’s cloud and technology business, including vouchers, invoices, books of accounts, tax records, tax returns, notices, filings, and all other documents and records (whether proprietary, confidential or otherwise) used for or in connected with the Seller’s cloud and technology business (“Business Records”), owned, or controlled by the Seller or its agents, including any tax advisors, accountants, auditors or legal advisors.

 

1.5 Notwithstanding anything contained in any other provision of this Agreement, the Seller’s cloud and technology business specifically and expressly excludes any and all libilities and obligations associated with the Seller’s Business and outstanding on the date hereof, other than those listed on Schedule 1.4: Transferred Liabilities.

 

2. [RESERVED]

 

3. TAX MATTERS AND OTHER COSTS

 

3.1 The Purchaser shall issue the Purchaser Equity to the Seller, in accordance with Clause 2 of this Agreement, for a transfer of the Transferred Assets, as a whole and on a going concern basis only, and accordingly the Parties agree that no goods and services tax, sales tax or customs duty or similar tax, or surcharge thereon shall be payable by the Purchaser to the Seller in connection with the sale of the Transferred Assets. If any goods and services tax, sales tax or customs duty or similar tax, or surcharge thereon is payable on the sale of the Transferred Assets, then such tax (other than any tax on the Seller’s income or the Seller’s capital gains) shall be borne by the Seller.

 

3.2 Where any tax is required to be withheld or deducted at source on any payment by any Party pursuant to this Agreement, the payor shall be entitled to withhold or deduct the same at source, as required by law, provided that the payor shall issue the recipient thereof with necessary certificates of such withholding or deduction at source in accordance with applicable law, and within the time periods stipulated.

 

3.3 The Seller shall bear all income and capital gains taxes payable by the Seller on account of the sale of the Transferred Assets pursuant to this Agreement.

 

3.4 The Purchaser shall bear the applicable taxes levied by any authorities whatsoever payable in connection with any deed or document required to be executed in relation to the conveyance or assignment, as the case may be, of any property included in the Transferred Assets.

 

3.5 Each Party shall bear the costs and charges of its own professional and legal advisors.

 

 

4. CLOSING

 

4.1 Closing shall take place at the Seller’s place of business on October 22, 2024, at 5:00 pm PST.

 

4.2 At Closing, the Seller shall execute and deliver the Assignment Deed, in substantially the form attached as Exhibit B hereto.

 

4.3 At Closing, the Parties shall complete each of the actions and steps required to complete the sale of the Transferred from the Seller to the Purchaser and the issuance of Purchaser Equity to Seller.

 

5. REPRESENTATIONS AND WARRANTIES

 

5.1 Each Party represents and warrants to the other as follows.

 

(i) It has all requisite power and authority to enter into and perform all its obligations under this Agreement.

 

(ii) It has taken all actions, obtained all regulatory, corporate and contractual authorizations, and submitted all notices or filings required to be submitted, for it to validly enter into this Agreement and perform all its obligations under this Agreement.

 

(iii) The execution and delivery of, or the performance of obligations under, this Agreement do not violate or conflict with any statute, rule, regulation, directive, other law, judgment, order, decree or award applicable to it or to any provision of its constituent documents, or any agreement, contract, promise, covenant, undertaking, representation or warranty, applicable to or made by it.

 

(iv) This Agreement constitutes legal, valid and binding obligations, enforceable against it in accordance with its terms.

 

5.2 The Seller hereby represents to the Purchaser, that to the best of its knowledge, each of the Representations set out in Schedule 5.2: Representations to this Agreement is true, materially accurate, and not misleading, as on the date of this Agreement and as on the Closing Date. Provided that such Representations are made subject to the following:

 

(i) The Representations are qualified to the extent such qualifications have been expressly set out in the disclosure schedule set out in Disclosure Schedule to this Agreement (“Disclosure Schedule”), in substantially the form attached as Exhibit C hereto;

 

(ii) Where any Representation is stated to be made to the Seller’s best knowledge, or where any Representation is similarly qualified, such Representation has been

 

 

(iii) made and shall be deemed to have been made after the exercise of reasonable diligence by the Seller;

 

(iv) Any Representation made expressly as of a specific date is true and correct as of that specific date only;

 

(v) Any Representation that addresses any specific circumstances or facts does not allow recourse to a general statement;

 

(vi) Each Representation is separate and independent and, save as expressly provided to the contrary, shall not be limited by inference from any other Representation or any other term of this Agreement.

 

5.3 The Seller shall not do, allow or procure to be done, any act or omission that would constitute a breach of any Representation, or that would make any Representation false, incomplete, inaccurate or misleading if they were so given.

 

5.4 The Seller covenants to disclose promptly to the Purchaser in writing, immediately upon becoming aware of the same, any matter, event, or circumstance (including any omission to act) that may arise or become known between the date of this Agreement and the Closing Date and that would render any Representation to be inaccurate or incomplete or that relate to the occurrence of any material adverse event.

 

6. CONFIDENTIALITY

 

6.1 For purposes of this Agreement, Confidential Information means all scientific, technical, trade, financial or business information or materials that are either proprietary or not publicly known that any Party (Discloser) may from time to time disclose or otherwise make available to the other Party (Recipient) in connection with or pursuant to this Agreement. Without prejudice to the generality of the foregoing, Confidential Information includes the provisions of this Agreement, and information and materials related to any activities of the Discloser whether or not such information is marked or identified as confidential or proprietary. Provided that in relation to any and all Confidential Information connected in any manner with the Transferred Assets, the Seller shall be deemed the Discloser of such Confidential Information prior to the Closing Date, and the Purchaser shall be deemed the Discloser of such Confidential Information after the Closing Date (notwithstanding the earlier disclosure of such information by the Seller to the Purchaser).

 

6.2 Notwithstanding anything contained in Clause 6.1, Confidential Information shall not include information that:

 

(i) at the time of disclosure, is known publicly or thereafter becomes known publicly through no fault attributable to the Recipient;

 

(ii) becomes available to the Recipient from a third party that is not legally prohibited from disclosing such information, provided such information was not acquired from the Discloser;

 

 

(iii) was developed by the Recipient independently of information obtained from the Discloser, as shown by the Recipient’s written records that predate the receipt of such information from the Discloser;

 

(iv) was already known to the Recipient before receipt from the Discloser, as shown by the Recipient’s written records that predate the receipt of such information from the Discloser; or

 

(v) is released with the prior written consent of the Discloser.

 

6.3 A disclosure of Confidential Information made by or on behalf of the Discloser, including by its employees, agents, consultants, affiliates or associates, as well as disclosure by any means (whether written or oral) or through any medium, and any disclosure made prior or subsequent to the date of this Agreement shall be deemed to be a disclosure of Confidential Information for purposes of this Agreement.

 

6.4 Each Discloser hereby represents, warrants and covenants that it is entitled to and will be entitled to disclose all Confidential Information disclosed pursuant to or in connection with this Agreement.

 

6.5 The Recipient hereby covenants to do each of the following for a period of two (2) years following the earlier of (a) the Closing Date or (b) the expiry or termination of this Agreement for any reason:

 

(i) Keep all Confidential Information in strict confidence, with at least the same level of care as it applies to keeping its own personal, financial or proprietary information confidential, and in any event no less than reasonable care to prevent the unauthorized disclosure or use of any Confidential Information;

 

(ii) Not use, modify, create any derivative works from, or otherwise deal in any Confidential Information, except when the Recipient is required to do so solely in connection with this Agreement, and then only as specified by the Discloser;

 

(iii) Not disclose any Confidential Information to any other persons or entities except persons who need access to the Confidential Information in connection with this Agreement, and who are bound by equivalent obligations of confidentiality; and

 

(iv) Notify the Discloser in writing immediately upon discovery of any unauthorized use or disclosure of any Confidential Information and reasonably cooperate with the Discloser to prevent any unauthorized disclosure or use of the Confidential Information and to mitigate any losses arising from such unauthorized disclosure or use.

 

Provided that if the Recipient is required to disclose any Confidential Information by reason of a legal requirement or by the order of a judicial or administrative authority or by the listing requirements of a recognized stock exchange on which the securities of the Recipient are publicly traded, the Recipient, to the extent reasonably practicable, shall send to the Discloser prior notice of such requirement in order to allow the Discloser reasonable opportunity to oppose such process or to obtain protective or confidential treatment of the Confidential Information, and to the extent that a protective order or other legal protection is not obtained by the Discloser, the Recipient shall disclose only that portion of the information that is legally required to be disclosed.

 

 

6.6 Subject to the other provisions of this Clause 6, the Recipient shall be liable for any breach of its covenants in Clause 6.5 by any person to whom any Confidential Information is disclosed or provided by the Recipient, and the Recipient undertakes to take any and all necessary actions, at its own cost and expense, to prevent or remedy such breach.

 

6.7 Upon expiration or termination of this Agreement or earlier upon receipt of a written request from the Discloser, the Recipient shall cease all use of the Confidential Information and promptly return to the Discloser all documents and materials of the Discloser that relate to or contain any Confidential Information without retaining copies thereof, except for one (1) copy that may be made and retained by the Recipient solely for record-keeping and purposes of assuring continued compliance with its obligations under this Agreement.

 

6.8 Unless otherwise expressly provided in this Agreement, the disclosure of Confidential Information shall not of itself grant the Recipient any right, title or interest in the Confidential Information, except the limited right to use the Confidential Information solely for the purposes specified pursuant to and in accordance with this Agreement.

 

6.9 The Recipient acknowledges and agrees that the Discloser is not making and shall not be deemed to have made any implied representations or warranties regarding the accuracy or completeness of any Confidential Information, but nothing contained in this Clause 6 shall affect any Representation or any other express representation or warranty made with regard to the accuracy or completeness of any Confidential Information.

 

6.10 The Parties agree that in addition to any other rights or remedies available under this Agreement, in the event of any breach or any threatened breach of any obligations under this Clause 6 where such breach or threatened breach is in any way attributable to the Recipient, monetary damages do not provide a sufficient remedy, and the Discloser shall be entitled to an injunction restraining and to seek specific performance by the Recipient of any obligation under this Clause 6.

 

7. INDEMNIFICATION

 

7.1 Subject to the other provisions of this Clause 7, from and after the Closing, the Seller shall indemnify the Purchaser and save and hold the Purchaser harmless against any and all judgments, awards, liabilities, losses, costs or damages, including reasonable fees and expenses of attorneys, accountants and other professional advisors, actually incurred, whether involving a dispute solely among the Parties or otherwise, and any costs, including reasonable fees and expenses of attorneys, accountants and other professional advisors, incurred in investigating, defending or settling any claim, action or cause of action (“Losses”) suffered, incurred or paid, directly or indirectly, by any of them as a result of, arising out of or related to any third party claims made against the Purchaser as a result of:

 

(i) any failure of any Representation of the Seller, in each case as qualified and modified by the relevant Disclosure Letter, to be true and correct in all material respects, in accordance with the provisions hereof; and/or

 

(ii) any breach of any covenant by the Seller in this Agreement.

 

 

7.2 The Representations contained in this Agreement, including the Disclosure Schedule and any document delivered pursuant to this Agreement, shall survive Closing until the date that is twenty-four (24) months after the Closing Date.

 

8. TERMINATION

 

This Agreement may not be terminated except by mutual consent of the Parties recorded in writing and then only on such terms as shall be recorded.

 

9. MISCELLANEOUS

 

9.1 The section and clause headings and captions used in this Agreement are for convenience and identification only; otherwise, they form no part of this Agreement and do not affect its interpretation or construction.

 

9.2 References to sections, clauses or schedules without further specification are references to sections and clauses of this Agreement.

 

9.3 References to this Agreement include all sections, clauses and schedules in this Agreement and all recitals to this Agreement, as amended from time to time in writing by the Parties in accordance with the provisions of this Agreement.

 

9.4 Any reference to a statute or any provision of a statute includes a reference to that statute or provision and any rule, regulation, notification, circular, or direction made or issued pursuant to that statute or provision, as may be from time to time modified or re-enacted, whether prior to or after the date of this Agreement.

 

9.5 References to the singular include references to the plural and vice versa.

 

9.6 Words denoting one grammatical gender include references to all grammatical genders.

 

9.7 When the term “include”, “including” or “including in particular” is used in this Agreement, such use means “include without limitation”, “including without limitation” and “including in particular and without limitation” respectively.

 

9.8 The laws of the State in California shall govern all matters arising out of or relating to this Agreement, including, its validity, interpretation, construction, performance, expiry, termination and enforcement.

 

9.9 Any controversy, claim, or dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be settled by arbitration administered by the American Arbitration Association in accordance with its arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. A notice of, or request for, arbitration will not operate to stay, postpone or rescind the effectiveness of any demand for performance.

 

 

9.10 Subject to the provisions of Clause 9.9, the Parties hereby confirm that the courts in Alameda County, California have jurisdiction over the Parties in connection with this Agreement.

 

9.11 Any notice, communication, document or other instrument required to be given under this Agreement shall be in writing and given by sending it by recognized courier with acknowledgement of receipt requested, or by electronic mail to the addresses specified below, or such other addresses as have been previously notified by each Party to the other in accordance with the provisions of this Clause 9.11.

 

IF TO THE PURCHASER:

 

Healthcare Triangle, Inc.

 

Address: 7901 Stoneridge Dr, Suite 220

Pleasanton, CA 94588

Attn: Ramachandran Thyagarajan

Tel.: 708 ###-###-####

Email: ***@***

 

IF TO THE SELLER:

 

SecureKloud Technologies, Inc.

 

Address: 666 Plainsboro Road, Suite 448, Plainsboro, 

NJ 08536, USA

Attn: Suresh Venkatachari

Tel.: 781 ###-###-####

Email: ***@***

 

Any notice, direction or other instrument required or permitted to be given under this Agreement shall be deemed to have been validly and effectively given (i) if sent by recognized courier with acknowledgement of receipt requested, then on the date of such delivery or receipt if such date is a working day in the city where the recipient’s address is located or otherwise on the next working day, or (ii) if transmitted by electronic mail, then on the working day (in the city where the recipient’s address is located) following the date of transmission.

 

9.12 This Agreement contains all the promises, agreements, conditions and understandings between the Parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous promises, agreements, conditions and understandings, whether oral or written, with respect to such subject matter.

 

9.13 Each Party agrees to execute and deliver all further instruments and documents and to perform all other acts that may be reasonably necessary or expedient to further the purposes of this Agreement. Each Party will not, directly or indirectly, permit or condone any action or engage in any omission or inaction that might cause any undertaking or covenant, or any representation or warranty not to be satisfied or fulfilled, including any action or inaction that might cause any undertaking, covenant, representation or warranty not to be true, correct and accurate during the term of or the term required under this Agreement.

 

 

9.14 This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument. Any Party may enter into this Agreement by executing a counterpart, and a delivery by email to the other Party of a scanned copy of any such executed counterpart shall be deemed to constitute delivery of the original counterpart.

 

9.15 No amendment of, supplement to or suspension of this Agreement shall be effective unless it is in writing and duly executed by both Parties.

 

9.16 No Party, without the prior written consent of the other Party, may assign to any other person any of its rights, or delegate or sub-contract to any other person, the performance of any of its obligations arising under or related to this Agreement.

 

9.17 This Agreement binds and benefits the successors and permitted assigns of each Party. Without prejudice to the foregoing, this Agreement does not confer any enforceable rights or remedies upon any person other than the Parties.

 

9.18 Nothing in this Agreement shall or shall be deemed to constitute a partnership between the Parties or to constitute any Party as the agent of the other Party for any purpose.

 

9.19 A Party shall not make or publish any announcement or press release concerning or connected with this Agreement, without the prior written consent of the other Party, unless otherwise required by law.

 

9.20 No provision of this Agreement shall be construed against a Party on the ground that it or its agents or advisors drafted such provision.

 

9.21 If any provision of this Agreement should be or become entirely or partly invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be regarded as replaced by such valid and enforceable provision that as closely as possible reflects the economic purpose that the Parties hereto had pursued with the invalid or unenforceable provision.

 

[The remainder of this page has been deliberately left blank. The signature page and schedules follow]

 

 

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement effective as of the day and year first written above.

 

	SELLER:
	SecureKloud Technologies, INC.
	By:
	Name:	PK Chandrasekher
	Title:	Vice President
	Address:	666 Plainsboro Road, Suite 448,
		Plainsboro, NJ 08536, USA
	Email:	***@***@securekloud.com
	PURCHASER:
	HEALTHCARE TRIANGLE, INC.
	By:
	Name:	Ramachandran Thyagarajan
	Title:	Chief Financial Officer
	Address:	7901 Stoneridge Dr,
		Suite 220, Pleasanton, CA 94588
	Email:	***@***

 

 

EXHIBIT A

 

CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK

 

 

EXHIBIT B

 

FORM OF ASSIGNMENT DEED

 

This Assignment Deed (Deed) is made on October 22, 2024, by SecureKloud Technologies, Inc. (Assignor), a company incorporated under the laws of Nevada, in favor of Healthcare Triangle, Inc., a Delaware corporation, (Assignee).

 

WHEREAS, on Ocytober 22, 2024, the parties above-named entered into an Asset Transfer Agreement (Agreement), whereby in connection with the sale of the Transferred Assets (as defined in said Agreement) on a going concern, the Assignor agreed to sell, convey, transfer and assign to the Assignee, the following, inter alia, in accordance with and subject to the terms and conditions specified in the Agreement: Transferred Contracts, Transferred Future Contracts, Permits, Transferred Employees, and Business Records.

 

AND WHEREAS, in accordance with said Agreement and for the consideration specified therein, the Assignor hereby effects such sale, conveyance, transfer and assignment of the Transferred Contracts, Transferred Future Contracts, Permits Transferred Employees, and Business Records to the Assignee.

 

NOW, THEREFORE, THIS DEED WITNESSETH AS FOLLOWS:

 

1.

By these presents, and to the extent permitted by applicable law or the underlying Permit, Transferred Contract or Transferred Future Contract, the Assignor hereby sells, transfers, conveys and assigns to the Assignee, all its right, title and interest in the Permits, Transferred Contracts and the Transferred Future Contracts, in accordance with the provisions of the Agreement, including full power to cause the Assignee’s name to be substituted for the Assignor’s name in connection therewith and to deal with the same in such manner as the Assignee deems fit.

 

2.

By these presents, the Assignor hereby sells, transfers, conveys and assigns, as applicable, to the Assignee, all its right, title and interest in and to the Transferred Contract or Transferred Future Contract and the Business Records, in accordance with the provisions of the Agreement, including full power to cause the Assignee’s name to be substituted for the Assignor’s name in connection therewith and to deal with the same in such manner as the Assignee deems fit.

 

3.

The Assignor hereby covenants to do all such acts and things and execute all other necessary documents and depose to or provide any declarations or oaths and render all assistance to the Assignee as may be necessary or desirable for the Assignee to protect, establish, vest or enforce the Assignee’s right, title and interest in respect of all or any of the foregoing, sold, conveyed, transferred, or assigned, as the case may be, pursuant to this Deed.

 

4.

The Assignor hereby undertakes to not publish, release or in any way make available to third parties any of the foregoing or any documents or other records connected therewith without the prior written consent of the Assignee, unless required to do so by law or the order of a court or governmental authority.

 

5.

The Assignor hereby confirms and covenants that on and from the date of this Deed, it does not and shall not retain any rights, title or interest in any of the foregoing or any documents or other records connected therewith, except for the right to retain one (1) photocopy thereof solely for the purposes of record keeping and ensuring compliance with the provisions of this Deed and the Agreement.

 

6.

All terms used in this Deed and not defined herein shall have the meanings specified in the Agreement.

 

7.

This Deed and all matters connected with or related to this document shall be subject to the provisions of the Agreement, which provisions are hereby incorporated into this Deed by reference.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement effective as of the day and year first written above.

 

	ASSIGNOR:
	SecureKloud Technologies, Inc.
	By:
	Name:	PK Chandrasekher
	Title:	Vice President
	Address:	666 Plainsboro Road,
		Suite 448, Plainsboro,
		NJ 08536, USA
	Email:	***@***
	AGREED AND ACKNOWLEDGED:
	ASSIGNEE:
	HEALTHCARE TRIANGLE, INC.
	By:
	Name:	Ramachandran Thyagarajan
	Title:	Chief Financial Officer
	Address:	7901 Stoneridge Dr., Suite 220
		Pleasanton, CA 94588
	Email:	***@***