SECUREKLOUD TECHNOLOGIES LIMITED — M&A Activity 2021

Dec 14, 2021

Ref: SK/CHN/2021-22/E043 December 14, 2021

National Stock Exchange of India LimitedCapital Market – Listing Exchange Plaza, 5thFloor,Bandra Kurla Complex,Bandra East,Mumbai 400 051	BSE Limited25thFloor, Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai 400 001
EQ- SECURKLOUD – ISIN – INE650K01021	ScripCode: 512161 – ISIN – INE650K01021

Dear Sir/Madam,

– Sub: Healthcare Triangle Inc., USA (HCTI) DevCool Inc., USA acquisition Details - Ref: SK/CHN/2021 22/E042 dated December 13, 2021

Healthcare Triangle Inc., USA, a step-down subsidiary of SecureKloud Technologies Limited has filed the details of the acquisition with United States Securities and Exchange Commission. The summary of the same is enclosed herewith with this letter.

The full details can be accessed with the below link:

= https://www.sec.gov/ix?doc /Archives/edgar/data/0001839285/000160706221000612/hcti121421form 8k.htm

Kindly take the above information on record as compliance with applicable regulations of SEBI Listing Regulations, 2015.

For SecureKloud Technologies Limited

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G Sri Vignesh Company Secretary & Compliance Officer Membership No. A57475

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– Healthcare Triangle Inc., USA (HCTI) DevCool Inc., USA acquisition Details

The total purchase price under Share Purchase Agreement consists of up to $7,700,000, payable as follows:

1. $4,500,000 payable to the Seller in cash on the Closing Date.

2. $700,000 worth of equity of the Company’s common stock (the “Common Stock”) whereby the number of shares of Common Stock issuable to Seller will be calculated by dividing $700,000 by the volume weighted average price of the Company’s Common Stock 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 (“VWAP”) for the 20 trading days immediately prior to the closing date of the Transaction. Such shares of Common Stock were issued as follows:

(a) 209,295 shares of unvested Common Stock were issued to the Seller, which shall vest upon Devcool meeting one of two gross revenue targets set forth in the Share Purchase Agreement, and

(b) 83,718 shares of unvested Common Stock were issued as retention bonus to certain key personnel of Devcool to be retained by Devcool post-Closing (the “Retention Personnel”), subject to the Retention Personnel continuing to perform services to Devcool (or its affiliates) up to and through the second anniversary of the closing date, which shares shall vest equally monthly on the corresponding day of the closing date over a period of 24 successive months; and

1. a sum of up to $2,500,000 as post-closing earnout payment (the “Earnout”), subject to Devcool’s achievement of the applicable yearly earnout targets set forth in the Share Purchase Agreement, which Earnout shall be payable as follows:

(a) up to $1,000,000 payable to the Seller or its nominees in cash upon achieving the Year 1 Cash Earnout (as defined in Annexure B to the Share Purchase Agreement);

(b) up to $250,000 worth of Common Stock (calculated based on the average of the VWAPs for the 20 trading days immediately prior to December 31, 2022) issuable to the Seller or its nominee for achievement of the Year 1 Equity Earnout (as defined in Annexure B to the Share Purchase Agreement),

(c) up to $1,000,000 payable to the Seller or its nominees in cash upon achieving the Year 2 Cash Earnout (as defined in Annexure B to the Share Purchase Agreement); and

(d) up to $250,000 worth of Common Stock (calculated based on the average of the VWAPs for the 20 trading days immediately prior to December 31, 2023) issuable to the Seller or its nominee for achievement of the Year 2 Equity Earnout (as defined in Annexure B to the Share Purchase Agreement).

About Healthcare Triangle, Inc., USA (HCTI)

Healthcare Triangle, Inc., USA based in Pleasanton, Calif., reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare organizations—including hospitals and health systems and health plans—as well as pharma and life sciences organizations, in their efforts to improve health outcomes. Healthcare Triangle enables the rapid adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical and business performance optimization. For more information, visit HealthcareTriangle.com.

Visit www.healthcaretriangle.com for more information.