STOCK EXCHANGE AGREEMENT

STOCK EXCHANGE AGREEMENT

THIS STOCK EXCHANGE AGREEMENT (“Agreement”), dated as of February 14,

2017 is by and among Xxxxx Xxxxxxxx, Xxxx-Xx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxx Xxxxx,

Xxxxxx Xxxxx and Xxxxx Xxxxxxxx, the shareholders (the “Shareholder”) of HubCentrix, Inc., a

Florida corporation (the “Company”), and iGambit Inc. (“iGambit”), a Delaware corporation.

W I T N E S S E T H:

Company is engaged in the business of streamlining the process of capturing and

managing information in the document-intensive medical field for customers throughout the

United States.

Shareholder owns all of the issued and outstanding shares of capital stock of the

Company.

The parties hereto desire to consummate the transactions contemplated herein, pursuant

to which the Shareholder will sell, convey, transfer and assign to iGambit and iGambit will

purchase and accept from the Shareholder all right, title and interest in and to the issued and

outstanding shares of common stock of .the Company owned by Shareholder in exchange for

15,000,000 shares of restricted common stock of iGambit.

For United States federal income tax purposes, the transactions contemplated hereby

are intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue

Code of 1986, as amended (together with all rules and regulations issued thereunder (the "Code")

and this Agreement is intended to be adopted as a plan of reorganization for purposes of Section

368 of the Code.

In consideration of the foregoing and of the covenants, agreements, conditions,

representations and warranties hereinafter contained, and intending to be legally bound hereby,

iGambit and the Shareholder hereby agree as follows:

DEFINITIONS.

Unless otherwise defined below in this Section 1, the various capitalized terms used in

this Agreement shall have the definitions ascribed to them herein. As used in this Agreement,

the following terms shall have the meanings specified in this Section 1:

“Acquired Business” means the business operated by the Company up to the Closing

Date including without limitation the capturing and managing of information in the document-

intensive medical field for customers throughout the United States.

“Agreement” means this Stock Exchange Agreement.

“Claim” means an action, suit, proceeding, demand, claim or counterclaim or legal,

administrative or arbitral proceeding or investigation.

“Contract” means all agreements, whether oral or written and whether express or

implied (whether legally binding or not), including contracts, contract rights, promises,

commitments, undertakings, customer accounts, orders, leases, guarantees, warranties and

representations and franchises used in the Acquired Business as currently operated to which

either the Shareholder or Company is a party

“Copyrights” means all copyrights (whether or not registered), moral rights, and all

registrations and applications for registration thereof, as well a rights to renew copyrights, in each

case that are licensed by either Shareholder or Company and/or otherwise used in the Acquired

Business as currently operated.

“Governmental Authorities” means all agencies, authorities, bodies, boards,

commissions, courts, instrumentalities, legislatures and offices of any nature whatsoever of any

government, quasi-governmental unit or political subdivision, whether foreign, federal, state,

county, district, municipality, city or otherwise (each, a “Governmental Authority”).

“Holdback Amount” means One Million Five Hundred (1,500,000) iGambit Common

voting shares as defined in Section 2.3(b).

“Intellectual Property” means all (i) Patents, (ii) Know-how, (iii) Trademarks, (iv)

Copyrights, (v) Software Programs (including but not limited to “off-the-shelf” shrink-wrap and

click-wrap software programs), in each case that are licensed by either Shareholder or Company

and/or otherwise used in the Acquired Business as currently operated, and (vi) all other

intellectual property rights and industrial property rights (of every kind and nature throughout the

universe and however designated), whether arising by operation of law, contract, license or

otherwise, in each case that are licensed by either Shareholder or Company and/or otherwise used

in the Acquired Business as currently operated.

“Intellectual Property Rights” means, collectively, any and all known or hereafter known

tangible and intangible rights under patent, trademark, copyright and trade secret laws, and any

other intellectual property, industrial property and proprietary rights worldwide, of every kind

and nature throughout the universe, however designated, whether arising by operation of law,

contract, license or otherwise.

“Key Employees” means the following employees of the Company: Xxxxx Xxxxxxxx,

Xxxx-Xx Xxxxxxxx, and Xxxxxxxx Xxxxxxxx.

“Know-how” means any and all product specifications, processes, methods, product

designs, plans, trade secrets, ideas, concepts, inventions, manufacturing, engineering and other

manuals and drawings, physical and analytical, safety, quality control, technical information,

data, research records, all promotional literature, customer and supplier lists and similar data and

information, which, in each case, are licensed to or owned by ether Shareholder or Company

and/or otherwise used in the Acquired Business as currently operated; and any and all other

confidential or proprietary technical and business information which are licensed to or owned by

either Shareholder or Company and/or otherwise used in the Acquired Business as currently

operated.

“Knowledge” means, with respect to a given matter the actual knowledge of the

Shareholder, any officer of the Company thereof, or the knowledge that the Shareholder, any

officer of the Company thereof, should possess in the exercise of reasonable diligence and

investigation with respect to the matter.

“Liability” means any direct or indirect indebtedness, liability, assessment, expense,

claim, loss, damage, deficiency, obligation or responsibility, known or unknown, disputed or

undisputed, joint or several, vested or unvested, executory or not, fixed or unfixed, xxxxxx or

inchoate, liquidated or unliquidated, secured or unsecured, determinable or undeterminable,

accrued or unaccrued, absolute or not, actual or potential, contingent or otherwise (including but

not limited to any liability under any guarantees, letters of credit, performance credits or with

respect to insurance loss accruals).

“Material Adverse Effect” means any material adverse change in or effect upon (a) the

financial condition, assets, liabilities, or operations of (x) the Company taken as a whole, (y) the

Acquired Business of the Company and the Assets (taken as a whole), or (b) the ability of the

Shareholder to execute, deliver and perform this Agreement, provided that none of the following

shall be deemed to constitute, and none of the following shall be taken into account in

determining whether there has been, a Material Adverse Effect: any adverse change, event,

development, or effect arising from or relating to (i) general business or economic conditions,

including such conditions which affect the Acquired Business industry generally (provided they

do not have a materially disproportionate effect on the Company, as a whole), (ii) national or

international political or social conditions, (iii) financial, banking, or securities markets

(including any disruption thereof and any decline in the price of any security or any market

index), (iv) changes in United States generally accepted accounting principles, or (v) changes in

law, rules, regulations, orders, or other binding directives issued by any governmental authority,

provided they do not have a materially disproportionate effect on the Company.

“Moral Rights” means, collectively, rights to claim authorship of a work, to object to or

prevent any modification of a work, to withdraw from circulation or control the publication or

distribution of a work, and any similar rights, whether existing under judicial or statutory law of

any country or jurisdiction worldwide, or under any treaty or similar legal authority, regardless of

whether such right is called or generally referred to as a “moral right.”

“Patents” means all patents, patent disclosures and patent applications (including,

without limitation, all reissues, divisions, continuations, continuations-in-part, renewals, re-

examinations and extensions of the foregoing) owned by or licensed to Company and/or

otherwise used in the Acquired Business as currently operated.

“Permitted Liens” means (i) the Assumed Liabilities, and Liens associated therewith, and

(ii) with respect to Licensed Intellectual Property, the rights held by the applicable licensors

thereof.

“Person” means any individual, corporation, joint venture, partnership, limited

partnership, limited liability company, limited liability partnership, syndicate, trust, association,

entity or government or political subdivision, agency or instrumentality of a government.

“Purchased Stock” means collectively, all of the issued and outstanding shares of

HubCentrix Inc. as set forth in Section 3.12.

“Shares” mean the 13,500,000 shares of iGambit Inc. Common voting shares described

or referred to in Sections 2.1(a)(i) and 2.3(b)(i) and the Holdback Amount.

“Software Programs” shall have the meaning set forth in Section 3.21(f).

“Tangible Personal Property” means all machinery, equipment, tools, furniture, fixtures

and equipment, computer hardware, supplies, materials, leasehold improvements, automobiles,

computing and telecommunications equipment and other items of tangible personal property, of

every kind owned or leased by the either the Shareholder or Company and/or otherwise used in

the Acquired Business (wherever located and whether or not carried on the books of the

Company), together with any express or implied warranty by the manufacturers or seller or

lessors of any item or component part thereof, and all maintenance records and other documents

relating thereto.

“Taxes” means: (1) any and all taxes, fees, levies, duties, tariffs, imposts and other

charges of any kind, imposed by any Governmental Authority or taxing authority, including taxes

or other charges on, measured by, or with respect to income, franchise, windfall or other profits,

gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’

compensation, unemployment compensation or net worth; taxes or other charges in the nature of

excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration

and documentation fees; and customers’ duties, tariffs and similar charges; (2) any Liability for

the payment of any amounts of the type described in (1) as a result of being a member of an

affiliated, combined, consolidated or unitary group for any taxable period; (3) any Liability for

the payment of amounts of the type described in (1) or (2) as a result of being a transferee of, or a

successor in interest to, any Person or as a result of an express or implied obligation to indemnify

any Person; and (4) any and all interest, penalties, additions to tax and additional amounts

imposed in connection with or with respect to any amounts described in (1), (2) or (3).

“Tax Return” means any return, report, statement, form or other documentation

(including any additional or supporting material and any amendments or supplements) filed or

maintained, or required to be filed or maintained, with respect to or in connection with the

calculation, determination, assessment or collection of any Taxes.

“Trademarks” means (i) trademarks, service marks, trade names, trade dress, labels,

logos and all other names and slogans used exclusively with any products or embodying

associated goodwill of the Acquired Business related to such products, whether or not registered,

and any applications or registrations therefor, and (ii) any associated goodwill incident thereto; in

each case owned by or licensed to either the Shareholder Company and/or otherwise used in the

Acquired Business as currently operated.

2.0

EXCHANGE OF SHARES.

2.1

Exchange. On the terms and subject to the conditions set forth in this Agreement,

at the Closing the Shareholder will sell, convey, transfer and assign to the iGambit, and the

iGambit will purchase and accept from the Shareholder all right, title and interest in and to all

the issued and outstanding shares of common stock of the Company (the Purchased Stock) duly

endorsed or accompanied by stock powers duly executed in blank, with any required transfer

stamps affixed thereto, and otherwise in proper form for transfer, as shall be necessary to vest in

iGambit full, complete, good and marketable title to such Purchased Stock free and clear of all

Liens (other than Permitted Liens), claims and encumbrances of any kind whatsoever, all such

documents to be in form and substance satisfactory to counsel for iGambit in exchange for

fifteen million 15,000,000 shares of restricted common stock of iGambit, (the “Shares”) to be

issued as set forth in (1) and (2) below

(1)

Deliver 13,500,000 of iGambit Inc.’s Common voting shares to the

Shareholder, or Shareholder’s designees at Closing; and

(2)

the Holdback Amount.

At the Closing, the Shareholder shall deliver, transfer and assign all of the Purchased

Stock to iGambit by delivering stock certificates representing all of the Purchased Stock duly

endorsed or accompanied by stock powers duly executed in blank, with any required transfer

stamps affixed thereto, and otherwise in proper form for transfer, as shall be necessary to vest in

Purchaser full, complete, good and marketable title to such Purchased Stock free and clear of all

Liens (other than Permitted Liens), claims and encumbrances of any kind whatsoever, all such

documents to be in form and substance satisfactory to counsel for Purchaser.

2.2

Assets. As of the date of Closing, the assets of Company shall consist of the

Contracts, Intellectual Property, Tangible and Intangible Assets and Records and Documents

described in Section 2.2 (a) through (d) hereof (collectively, the "Assets"), free and clear of all

liens, other than Permitted Liens.

(a)

Contracts. All rights and benefits of the Company and Shareholder under all

agreements associated with the Assets, any and all other license and other agreements (if any),

including, without limitation, those set forth on Schedule 3.22 (a).

(b)

Intellectual Property. All rights, title and interest in and to, all United States and

foreign licenses, copyrights (registered and unregistered) and copyright applications, and

Computer Software and other rights associated with the foregoing, existing now or in the future

with respect to the Assets, including, without limitation the right to xxx for past infringement

thereof and all other proprietary rights that Company owns, licenses, or possesses the right to use

with respect to the Assets (collectively, the "Intellectual Property"). The Intellectual Property is

listed on Schedule 3.21 (b).

(c)

Tangible and Intangible Assets. All tangible and intangible personal property

rights of Shareholder and Company in and to the Assets (the "Tangible and Intangible Assets"),

which are reflected on Schedule2.2(c).

(d)

Records and Documents. All books, records, files, papers, databases, and other

data (whether such information is stored in print, on electronic media, or pursuant to any audio or

video recording) located at Company's facilities or elsewhere in Company's custody or control

(directly or indirectly), or pertaining to the Assets, all of which are reflected on Schedule 2.2(d),

except that Shareholder may retain duplicate copies and computer files for the sole purpose of

reference, updating and correction, but for no other purpose.

2.3

Closing

(a)

Time and Place. Subject to the terms and conditions of this Agreement, the

exchange of shares contemplated hereby (the “Closing”) shall take place, on the date hereof,

remotely by exchanging executed counterparts of this Agreement, and the other agreements,

instruments, certificates and other documents to be entered into, or delivered, in connection

herewith or therewith (collectively, the “Transaction Documents”), and Exchange of the Shares.

The time and date of the Closing are herein referred to as the “Closing Date,” and the term

“Closing Date” shall include the date on which the transactions contemplated hereunder are

consummated.

(b)

Deliveries by iGambit to the Shareholder. At the Closing, iGambit (or its

designee) shall deliver or cause to be delivered each of the following:

(i) instructions to its Transfer Agent to issue certificates, registered in the

name of the Shareholder or Shareholder’s designees in the amount of 13,500,000 of iGambit

Inc.’s duly authorized, validly issued, fully paid and non-assessable Common Voting Shares, in

certificates issued in the amounts and in the names as set forth on Schedule 2.3(b)(i) attached

hereto (Shareholder’s Designees”), and to make book entries totaling the Holdback Amount of

1,500,000 Shares, issued in the amounts and in the names as set forth on Schedule 2.3(b)(i)

attached hereto (“Holdback Designees”), and iGambit shall instruct its Transfer Agent to cause

the Shareholder Designee’s Certificates to be sent direct to the Shareholder’s Designees and the

Holdback Amount to be held as book entries, which the Transfer Agent shall hold pursuant to

the provisions of a restrictive legend as follows, and to issue certificates therefor to Shareholder

Designees when and as provided in Section 6.4 below.

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,

TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN

COMPLIANCE WITH THE TERMS OF SECTION 6.4 OF THE STOCK EXCHANGE

AGREEMENT BETWEEN IGAMBIT INC. AND THE REGISTERED HOLDER OF THE

SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE SECRETARY

OF IGAMBIT WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH STOCK

EXCHANGE AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.

(ii) Form of employment agreement for the Key Employees attached

hereto as Exhibit 2.3(c)(vii) (the “Employment Agreement”), to be executed within (30) thirty

days of Closing (during which period the Key Employees shall continue to be employed by the

Company or iGambit upon terms and conditions not less favorable than the terms and conditions

upon which they are employed by the Company on the date hereof), and which shall provide a

minimum three (3) year term, and shall provide that such Key Employees will participate in the

programs generally offered to the iGambit’s executive team with respect to performance bonuses,

medical benefits, insurance and the like;

(iv)

A Certificate of the Secretary of iGambit showing the signatures of

those officers of iGambit, respectively, authorized to sign this Agreement, the Employment

Agreement, and all other Transaction Documents on behalf of iGambit certifying that said

signatures are the signatures of said authorized officers;

(v)

Good standing certificates of iGambit, dated no earlier than ten

(10) calendar days prior to the Closing Date, certifying that iGambit is in good standing in the

State of Delaware;

(v)

Resolutions of the shareholders (if necessary) and the directors of

iGambit certified by the Secretary of iGambit as having been duly and validly adopted and as

being in full force and effect on the date hereof, authorizing the execution and delivery by

iGambit of this Agreement and other Transaction Documents, and authorizing the performance

by iGambit of the transactions contemplated hereby and thereby;

(vi)

A duly executed certificate of iGambit described in Section 7.1

hereof;

(vii) All other documents necessary or appropriate, in the reasonable

opinion of Shareholder, to effectuate the stock exchange at the Closing in accordance with the

provisions of this Agreement.

(c)

Deliveries by the Shareholder. At Closing, the Shareholder shall deliver or

cause to be delivered to iGambit (or its designee) each of the following:

(i)

A Certificate of the Secretary of Shareholder showing the

signatures of those officers of Shareholder, authorized to sign this Agreement on behalf of

Shareholder and certifying that said signatures are the signatures of said authorized officers;

(ii)

A copy of the Articles of Incorporation and By-Laws of

Shareholder, together with all amendments and supplements thereto, certified by the Secretary of

Shareholder as being true and complete in all material respects;

(iii) Good standing certificates of Shareholder dated no earlier than ten

(10) calendar days prior to the Closing Date, certifying respectively (i) that Shareholder is in

good standing in the State of Florida; (ii) that Shareholder is qualified to do business in all of the

other states in which Shareholder then does business;

(iv)

Resolutions of the shareholders and the directors of Shareholder

certified by the Secretary of Shareholder as having been duly and validly adopted and as being in

full force and effect on the date hereof, authorizing the execution and delivery by Shareholder of

this Agreement and other Transaction Documents, and authorizing the performance by

Shareholder of the transactions contemplated hereby and thereby;

(v)

A duly executed certificate of Shareholder described in Section 8.2

hereof;

(vi) Duly executed written consents from each of the parties to each of

the Assigned Contracts, to the extent such consent is required pursuant to the terms thereof,

consenting to the assignment of the Contracts to the iGambit, in such form as iGambit shall in

the exercise of reasonable discretion determine (collectively, the “Consents”).

(vii) Duly executed assignments of the existing Leases referred to on

Schedule 3.20 from Shareholder to iGambit, in form and substance reasonably satisfactory to

iGambit and the consent of the landlord under such Lease to such assignment;

(viii) All other documents necessary or appropriate, in the reasonable

opinion of iGambit, to effectuate the stock exchange at the Closing, free and clear of all Liens

(other than Permitted Liens), in accordance with the provisions of this Agreement; and

2.4

Further Assurances. In addition to the actions, documents and instruments

specifically required to be taken or delivered hereby, prior to and after the Closing and without

further consideration, each party shall execute, acknowledge and deliver such other assignments,

transfers, consents and other documents and instruments and take such other actions as any party

or its/his counsel may reasonably request to complete and perfect the transactions contemplated

by this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.

The Shareholder represents and warrants to iGambit that the following

representations and warranties are true and correct in all material respects on the date hereof and

will be true and correct in all material respects on and as of the Closing Date:

3.1

Organization and Good Standing. The Company is a corporation duly organized,

validly existing and in good standing under the laws of the State of Florida and in all other states

in which Shareholder does business, is qualified to do business in the State of Florida and all

other states in which Shareholder does business and where the nature of its business or the nature

and location of its assets requires such qualification, except in those jurisdictions where the

failure to qualify would not have a Material Adverse Effect; and has full corporate power to

execute, deliver and perform its obligations under this Agreement.

3.2

Authority and Consents. The Shareholder has full power to enter into and to carry

out the terms of this Agreement. The Shareholder has taken all action, corporate and otherwise,

necessary to authorize the execution, delivery and performance of this Agreement, the

completion of the transactions contemplated hereby and the execution and delivery of any and all

instruments necessary or appropriate to effectuate fully the terms and conditions of this

Agreement. Except as set forth on Schedule 3.2, no consent or approval of any third party, court,

governmental agency, other public authority or third party with any actual or alleged interest in

the Company’s business or the Assets is required as a condition to (a) the authorization,

execution, delivery and performance of this Agreement or any other instruments necessary to

effectuate this Agreement; or (b) the consummation by the Shareholder of the transactions

contemplated herein. This Agreement has been properly executed and delivered by the

Shareholder and constitutes the valid and legally binding obligation of the Shareholder and is

enforceable against the Shareholder in accordance with its terms, except to the extent

enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other

similar laws affecting the enforcement of creditors’ rights in general and subject to general

principles of equity and the discretion of courts in granting equitable remedies.

3.3

Rights of First Refusal; Right of First Negotiation, Etc. There are no applicable

rights of first refusal, rights of first negotiation, rights of first offer or similar rights of any kind

that would require Shareholder to provide any third party with notice, an opportunity to discuss,

negotiate or to engage in any of the transactions contemplated hereby prior to consummating the

transactions contemplated hereby.

3.4

No Conflict. Neither the execution and delivery of this Agreement nor the

carrying out of the transactions contemplated hereby will result in (a) any violation, termination

or modification of, or conflict with, the articles of incorporation or By-Laws of the Company or

any of the contracts or other instruments to which either the Company is a party, or of any

judgment, decree or order applicable to the Company; or (b) the creation of any Lien on all or any

portion of the Assets.

3.5

Broker’s and Finder’s Fees. No broker, finder, agent, representative or similar

intermediary has acted as a broker for or on behalf of the Shareholder in connection with this

Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar

intermediary is entitled to a brokerage commission, finder’s fee, advisory fee or other like

payment (each, a “Broker’s Fee”) in connection herewith, based on any agreement or

understanding with Shareholder or any action taken by Shareholder. Any such Broker’s Fee

based on any agreement or understanding with Shareholder or any action taken by Shareholder

which may be due in connection with the purchase and sale contemplated by this Agreement will

be borne by the Shareholder who entered into the agreement to pay.

3.6

Litigation and Compliance. Except as set forth on Schedule 3.6, there is no Claim

pending or, to the Shareholder’s Knowledge, threatened against the Assets of the Company. The

Company is not subject to any order of any court, regulatory commission, board or administrative

body entered in any proceeding to which the Company is a party or of which the Shareholder has

Knowledge. Within the last 3 years, the Company has complied with, in all material respects,

and is currently in compliance with, in all material respects, all laws, rules, regulations, orders,

ordinances, judgments and decrees of any governmental authority applicable to the Assets or the

Company’s Acquired Business.

3.7

Title and Condition of Assets. The Company has good and marketable title to all

of the Assets, free and clear of all Liens (other than Permitted Liens). The Assets are in good

operating condition and repair, and constitute all of the assets necessary to the conduct of the

Company and its Acquired Business.

3.8

Accounts Receivable. All Accounts Receivable of the Company reflected in the

balance sheet for the most recently ended period included in the Financial Statements (as defined

in Section 3.10), and all Accounts Receivable that have arisen since the date of the latest balance

sheet of the Company included in the Financial Statements (except Accounts Receivable that

have been collected since such date) are, to the Shareholder’s Knowledge, valid and enforceable

claims, and constitute bona fide Accounts Receivable resulting from the provision of services in

the ordinary course of the Company’s Acquired Business. To the Shareholder’s Knowledge, the

Accounts Receivable are subject to no valid defense, offsets, returns, allowances or credits of any

kind, except as reserved against on the most recent balance sheet or those which are not material,

individually or in the aggregate, to the Company and arise in the ordinary course of the

Company’s Acquired Business; and, to Shareholder’s Knowledge, are fully collectible within

sixty (60) days from their due date, subject to possible uncollectibility of some Accounts

Receivable consistent with the Company’s past collections experience. Except for the Accounts

Receivable, advances to employees in the ordinary course of business and prepayment of

expenses incurred in the ordinary course of business, the Company has not made any loan or

advance to any Person.

3.9

[Reserved.]

3.10 Financial and Full Information. The Shareholder has delivered to iGambit

unaudited financial statements for the Company covering the periods from January 1, 2015 until

December 31, 2016 (the “Financial Statements”), copies of which are attached hereto as Exhibit

3.10. To Shareholder’s Knowledge, the Financial Statements have been prepared in accordance

with cash basis accounting principles consistently applied (“Cash Accounting Principles”), are

true, correct and complete in all material respects, and accurately, in all material respects, reflect

the financial position of the Company for the periods set forth therein.

3.11 Absence of Undisclosed Liabilities. Except as set forth on Schedule 3.11 attached

hereto, or as disclosed on the Financial Statements, to the Knowledge of Shareholder, there are

no liabilities or obligations of any kind whatsoever, or whether direct, indirect, accrued,

contingent or absolute, and whether or not determined or determinable (other than the liabilities

of the Company set forth on the Financial Statements), to which the Company or the Acquired

Business will be subject following consummation of the transactions contemplated hereby, and

there is no existing claim, condition, situation or set of circumstances which could reasonably be

expected to result in any such liability or obligation.

3.12 Capitalization. Schedule 3.12 attached hereto accurately sets forth the authorized,

issued and outstanding shares of capital stock of the Company and the class, series and number

of such shares owned by each of the Company’s shareholders. All of the issued and outstanding

shares of capital stock of the Company have been duly authorized, are validly issued, fully paid

and non-assessable, are not subject to, nor were issued in violation of, any preemptive rights, and

is owned of record and beneficially by the parties set forth on Schedule 3.12. Except as may be

set forth on the Schedule 3.12, there are no outstanding or authorized options, warrants, rights,

contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments

to which the Company is a party or which are binding upon the Company providing for the

issuance, disposition or acquisition of any of the Company’s capital stock or other equity or any

rights or interests exercisable therefor. There are no voting trusts, proxies or any other

agreements or understandings with respect to the voting of the securities of the Company.

Except as set forth on Schedule 3.12, the Company is not subject to any obligation (contingent or

otherwise) to repurchase or otherwise acquire or retire its capital stock. The Company’s

shareholders are the beneficial and record owners of all of the outstanding shares of capital stock

of the Company, free and clear of all Liens.

3.13 Licenses and Permits. Schedule 3.13 of the Disclosure Schedules sets forth a

complete list of all of the certificates, licenses, consents, permits or other approvals required of or

obtained by the Company in connection with the operation of the Acquired Business, including

all certificates of use and occupancy (collectively, the “Licenses and Permits”). The Shareholder

has provided iGambit with true and complete copies of all of the Licenses and Permits. All of

the Licenses and Permits are in full force and effect and the Company is not in violation in any

material respect with respect to any of them. No proceedings are pending or threatened by any

applicable authority to revoke or limit the scope of any of the Licenses and Permits. Other than

those listed on Schedule 3.13, there are no Licenses or Permits necessary for the conduct of the

Acquired Business as it is currently being conducted. None of the Licenses and Permits would

be rendered ineffective or be required to be reissued as a result of the consummation of the

transactions contemplated hereby.

3.14 Business Records. All business records of the Company have been provided to

iGambit for review, are complete and correct in all material respects, and fairly reflect the

operations of the Acquired Business.

3.15 Insurance. Set forth on Schedule 3.15 is a true and complete list and description

of all insurance in force on the date hereof with respect to the Assets and/or the Acquired

Business of the Company together with a summary description of the hazards insured against.

To Shareholder’s Knowledge, such policies are in full force and effect with insurers and copies

thereof have been provided to iGambit. There are no outstanding unpaid claims under any such

policy, and the Shareholder has no Knowledge of any notice of cancellation or non-renewal of

any such policy. To Shareholder’s Knowledge, there are and have been no inaccuracies in any

application for such policies, nor any failure to pay premiums thereon when due. The Company

has not received any written notice from any of its insurance carriers that any of the Company’s

insurance premiums will be materially increased in the future or that any insurance coverage will

not be available to the Company in the future on substantially the same terms as now in effect.

No such insurance policies call for any retrospective premium adjustments. All such insurance

policies are freely assignable by the Company to iGambit without the consent of any party.

3.16 Operation of the Acquired Business. The Assets are sufficient to operate the

Acquired Business in accordance with past practice in all material respects. All of the Assets of

the Company are in good condition and repair (subject to ordinary wear and tear), and have been

maintained in accordance with appropriate manufacturer’s standards in all material respects.

3.17 Absence of Certain Changes. Since September 3, 2013, the business of the

Company has been conducted in the ordinary course, and there has not been any material adverse

change, or occurrence or state of circumstances which, individually or in the aggregate, could

reasonably be expected to result in a material adverse change, in the business, prospects, assets,

condition (financial or otherwise) or results of operations of the Company taken as a whole and

there has been no change in the Company’s authorized or issued securities, grant of any

securities, option or right to purchase securities of the Company or issuance of any

security/securities convertible into capital stock or other securities of the Company.

3.18 Employee Matters.

(a)

Schedule 3.18 contains a complete and correct list of all Employee Benefit

Plans (as defined below) and any other employee benefit arrangements or payroll practices,

including, without limitation, employment agreements, severance agreements, executive

compensation arrangements, incentive programs or arrangements, sick leave, vacation pay,

severance pay policies, salary continuation for disability, consulting or other compensation

arrangements, workers’ compensation, retirement, deferred compensation, bonus, stock purchase,

hospitalization, medical insurance, life insurance, tuition reimbursement or scholarship

programs, any plans providing benefits or payments in the event of a change of control, change in

ownership, or sale of a substantial portion (including all or substantially all) of the assets of the

Company maintained by the Company, to which the Company has contributed or is obligated to

make payments, in each case with respect to any employees (or, if the Company has any existing

liability, former employees) of the Company (hereinafter, the “Employee Benefit Plans”). All

Employee Benefit Plans which constitute Employee Pension Plans (as defined below)

(hereinafter, the “Employee Pension Plans”) are separately listed on Schedule 3.18 of the

Disclosure Schedules. The Company and its ERISA Affiliates do not and have never maintained

or participated in any Employee Benefit Plans which are: (a) subject to Title IV of the Employee

Retirement Income Security Act of 1974, as amended (“ERISA”) or the minimum funding

requirements of Section 412 of the Code; (b) Multiemployer Plans (as defined below);

Plans”); or (d) plant closing benefit plans. As used in this Agreement, (i) “Employee Benefit

Plan” shall have the meaning ascribed to such term by Section 3(3) of ERISA, (ii) “Employee

Pension Plan” shall have the meaning ascribed to such term by Section 3(2) of ERISA, (iii)

“ERISA Affiliate” shall refer to any trade or business, whether or not incorporated, the

employees of which, together with the employees of the Company, are treated as employed by a

single employer under Section 414(b), (c), (m) or (o) of the Code, and (iv) “Multiemployer

Plans” shall mean any multiemployer plan as defined in Section 3(37) of ERISA to which the

Company or an ERISA Affiliate has contributed or is or was obligated to make payments, in each

case with respect to any current or former employees of the Company or an ERISA Affiliate

before the Closing Date.

(b)

Except as set forth on Schedule 3.18:

(i)

to Shareholder’s Knowledge, the Employee Pension Plans which

are “defined contribution plans” intended to qualify under Section 401 of the Code are so

qualified and the trusts maintained pursuant thereto are exempt from federal income taxation

under Section 501 of the Code, and nothing has occurred with respect to the operation of such

plans which could cause the loss of such qualification or exemption or the imposition of any

material liability, lien, penalty, or Tax under ERISA or the Code;

(ii)

true, correct and complete copies of the following documents, with

respect to the Employee Benefit Plans have been delivered to iGambit: (A) all plan documents,

including trust agreements, insurance policies and service agreements and amendments thereto,

(B) the most recent Forms 5500 and any financial statements attached thereto and those for the

prior three years, (C) the last Internal Revenue Service determination letter, and the applications

and supporting disclosure documents submitted to the Internal Revenue Service with respect to

such determination letter, and all other correspondence or filings with a governmental agency or

entity including without limitation compliance program applications, (D) summary plan

descriptions, (E) employee handbooks or manuals, and (F) the most recent actuarial written

descriptions of all non-written agreements relating to any such plan;

(iii) to Shareholder’s Knowledge, there are no pending Claims which

have been asserted or instituted by or against the Employee Benefit Plans, against the assets of

any of the trusts under such plans or by or against the plan sponsor, plan administrator, or any

fiduciary of the Employee Benefit Plans (other than routine benefit claims);

(iv)

to Shareholder’s Knowledge, all amendments and actions required

to bring the Employee Benefit Plans into conformity in all material respects with all of the

applicable provisions of ERISA, the Code and any other applicable laws (including the rules and

regulations thereunder) have been made or taken except to the extent that such amendments or

actions are not required by Law to be made or taken until a date after the Closing Date and are

disclosed on Schedule 3.18 (b)(iv);

(v)

to Shareholder’s Knowledge, the Employee Benefit Plans have

been maintained, in form and operation, in all material respects in accordance with their plan

documents and with all provisions of the Code and ERISA (including rules and regulations

thereunder) and other applicable Law, and the Shareholder nor any “party in interest” or

“disqualified person” with respect to the Employee Benefits Plans has engaged in a “prohibited

transaction” within the meaning of Section 4975 of the Code or Title I, Part 4 or ERISA;

(vi)

none of the Employee Benefit Plans contains any provisions which

would prohibit the transactions contemplated by this Agreement or which would give rise to any

severance, termination or other payments or liabilities, including without limitation any

acceleration in benefit vesting or distribution, as a result of the transactions contemplated by this

Agreement;

(c)

Attached hereto as Schedule 3.18(c) is a complete and correct list of (i) all

employee grievances during the last three (3) years and (ii) each person who, as of the date set

forth in such list, is employed by the Company, including each active employee and each

employee classified as inactive as a result of disability, leave of absence, layoff or other absence.

With respect to such persons, such list includes the positions and the current wages for the most

recent payroll period. Schedule 3.18(c) also contains a description of all existing severance,

accrued vacation obligations or retiree benefits of any current or former director, officer,

employee or consultant of the Company. The employment or consulting arrangements of the

Company with all such persons are terminable at will. Except as provided in Section 2.3(c)(vii),

the Company has not made any written or oral agreement with or promise to any employee,

officer or consultant regarding continued employment by iGambit after the Closing Date;

3.19 Environmental Matters.

(a)

The Company has not released, emitted, buried or otherwise disposed of

Regulated Substances (as hereinafter defined), in material violation of Environmental Laws, on

any property, including any real property the leasehold interest of which is included in the Assets

(each a “Property” and together the “Properties”). The Company has complied, in all material

respects, with all Environmental Laws (as hereinafter defined), applicable to the Company

pertaining to the use, ownership, and operation of the Properties.

(b)

As used in this Agreement: (i) “Environmental Law” means any statute,

regulation, rule, code, common law, order or judgment of any applicable federal, state, local or

foreign jurisdiction relating to pollution, hazardous substances, hazardous wastes, petroleum or

otherwise relating to protection of the environment, natural resources or human health, including,

by way of example and not by way of limitation, the Clean Air Act, the Clean Water Act, the

Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental

Response Compensation and Liability Act (“CERCLA”), the Toxic Substances Control Act

(“TSCA”), and the Emergency Planning and Community Right-to-Know Act, all as currently

amended; (ii) “Regulated Substances” means any substance regulated under Environmental

Laws, including but not limited to hazardous waste, as defined pursuant to RCRA, hazardous

substances, as defined pursuant to CERCLA, toxic substances as defined under TSCA, hazardous

materials, as defined under the Hazardous Materials Transportation Act, petroleum and its

fractions, ACM’s and PCB’s; and (iii) “the Company” includes any predecessors or affiliates of

the Company.

3.20 Property.

(a)

The Company does not own any real property. Schedule 3.20 lists as of

the date hereof all written leases, subleases, licenses, rental or occupancy agreements and other

agreements (including all amendments) to lease, sublease, license or otherwise occupy or permit

occupancy of, and describes all oral leases, subleases, licenses, rental or occupancy agreements

pursuant to which the Company leases, subleases, licenses, or otherwise rents or occupies or has

agreed to lease, sublease, license or otherwise occupy or permit occupancy of, any real property

(“Leases”).

(b)

All of the Leases are valid and in full force and effect, enforceable against

the Company, and, to Shareholder’s Knowledge, against the other parties thereto (except, in each

case, to the extent enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or other similar laws affecting the enforcement of creditors’ rights in general and

subject to general principles of equity and the discretion of courts in granting equitable

remedies); and have not been assigned, modified, supplemented or amended other than as

disclosed by Shareholder to iGambit. The Shareholder has delivered to the iGambit true and

complete copies of all of the Leases, all amendments thereto, and all material correspondence

related thereto, including all correspondence pursuant to which any party to any of the Leases

declared a default thereunder or provided notice of the exercise of any option granted to such

party under such Lease.

(c)

The Shareholder has not received any notice that any of the Property, or

the use, occupancy or operation thereof violates any governmental requirements or deed or other

title covenants or restrictions.

(d)

There are no parties other than the Company in possession of any of the

Property or any portion thereof, and there are no leases, subleases, licenses, concessions or other

agreements, written or oral, granting to any party or parties other than the Company, the right of

use or occupancy of any of the Property or any portion thereof other than the Leases.

3.21 Intellectual Property.

(a)

Schedule 3.21(a) contains a true and complete list of the Intellectual

Property, and includes details of all due dates for further filings, maintenance and other payments

or other actions falling due in respect of the Intellectual Property within twelve (12) months

following the Closing Date, and the current status of the corresponding registrations, filings,

applications and payments. All of the registrations and applications arising from or relating to

the Intellectual Property are and remain valid and subsisting, in good standing, with all fees,

payments and filings due as of the Closing Date duly made, and the due dates specified on

Schedule 3.21(a) are accurate and complete in all material respects. All of these registrations and

applications are enforceable. The Shareholder has delivered correct and complete copies of all of

these registrations and applications, and has made available for review correct and complete

copies of all other written documentation evidencing ownership of each of the foregoing. The

Company has made all other registrations relating to the Acquired Business that it is required to

have made and is in good standing with respect to such registrations with all fees due as of the

Closing duly made.

(b)

The Intellectual Property consists solely of items and rights that are: (1)

owned by the Company; (2) in the public domain; or (3) rightfully used by either the Company

pursuant to a valid license, sublicense, consent or other similar written agreement (the “Licensed

Intellectual Property”). The parties and date of each such agreement regarding the Licensed

Intellectual Property are set forth on Schedule 3.21(b). To the Shareholder’s Knowledge, the

Company has all rights in the Intellectual Property reasonably necessary and reasonably sufficient

to carry out the Company’s current activities and proposed activities relating to the Acquired

Business (and had all rights necessary to carry out its former activities at the time such activities

were being conducted), including and to the extent required to carry out such activities, rights to

make, use, reproduce, modify, adapt, create derivative works based on, translate, distribute

(directly and indirectly), transmit, display and perform publicly, license, rent and lease and, as

applicable, assign and sell, the Intellectual Property. The Shareholder has delivered correct and

complete copies of all material license agreements to iGambit, and, as applicable, has made

available for review correct and complete copies of all other written documentation evidencing

that the Company has rights in each of the foregoing.

(c)

To the Shareholder’s Knowledge, the Company has not infringed upon or

misappropriated any Intellectual Property Rights or personal right of any person anywhere in the

world. Except as outlined in Schedule 3.21(c), no Claims or written notice (1) challenging the

validity, effectiveness or ownership by the Company of any of the Intellectual Property, or (2) to

the effect that the use, distribution, licensing, sublicensing, sale or any other exercise of rights in

any product, service, work, technology or process as now used or offered or proposed for use,

licensing, sublicensing, sale or other manner of commercial exploitation by the Company

infringes or will infringe on any Intellectual Property Rights or personal right of any Person have

been asserted or, to Shareholder’s Knowledge, are threatened by any Person. To Shareholder’s

Knowledge, there is and has been no unauthorized use, infringement or misappropriation of any

Intellectual Property by any third party, employee or former employee.

(d)

All personnel (including employees, agents, consultants and contractors),

who have contributed to or participated in the conception and/or development of the Intellectual

Property on behalf of the Company have executed nondisclosure agreements in the form set forth

on Schedule 3.21(d) and either (1) have been a party to a “work-for-hire” and/or other

arrangement or agreements with the Company in accordance with applicable international,

national, state and local Law that has accorded the Company full, effective, exclusive and

original ownership of all tangible and intangible property and Intellectual Property Rights thereby

arising or relating thereto, or (2) have executed appropriate instruments of assignment in favor of

the Company as assignee that have conveyed to the Company effective and exclusive ownership

of all tangible and intangible property and intellectual property rights thereby arising and related

thereto. Prior to the date hereof, the Shareholder has provided copies of all such written

agreements or provided a summary of the terms of any such oral agreements to iGambit.

(e) The Company is not, nor as a result of the execution or delivery of this

Agreement, or performance of the Shareholder’s obligations hereunder, will the Company be, in

violation of any license, sublicense, agreement or instrument relating to the Intellectual Property

to which the Company is a party or otherwise bound, nor will execution or delivery of this

Agreement, or performance of the Shareholder’s obligations hereunder, cause the diminution,

termination or forfeiture of any Intellectual Property or any rights therein or thereto.

(f)

Schedule 3.21(a) contains a true and complete list of all of the Company’s

computer software programs, products and services included in the Intellectual Property,

including all program code, databases and documentation, without regard to form of media or

storage (collectively, the “Software Programs”). Except with respect to third party software or

technology licensed by the Company (to which the Company holds appropriate and valid licenses

providing the Company with the rights necessary to conduct the Acquired Business as presently

conducted or as anticipated to be conducted), the Company owns full and unencumbered right

and good, valid and marketable title to such Software Programs free and clear of all Liens.

(g)

The source code and system documentation relating to the Software

Programs (1) have at all times been maintained in strict confidence; (2) have been disclosed by

the Company only to employees who have a “need to know” the contents thereof in connection

with the performance of their duties to the Company and who have executed the nondisclosure

agreements referred to in Section 3.21(d); and (3) have not been disclosed to any third party,

except those third parties set forth on Schedule 3.21(d) who have executed restrictive license and

nondisclosure agreements and/or source code escrow agreements with the Company. Schedule

3.21(g) identifies all agreements pursuant to which source code to the Software Programs has

been escrowed with any third party. The Shareholder has provided true and complete copies of

all such escrow agreements and such other license and nondisclosure agreements as are identified

above, and as applicable, has made available for review correct and complete copies of all other

written documentation evidencing agreements to release of any source code of the Software

Programs to any third party.

(h)

Except as set forth on Schedule 3.21(h), the Software Programs do not

contain any open source program code, modules, utilities or libraries that are covered by open

source licenses that require as a condition of use, modification or redistribution of such Software

Program and/or other software programs combined or distributed with any such Software

Program that it be (1) disclosed or distributed in source code form, (2) licensed for the purpose of

making derivative works, or (3) redistributable at no charge subject to the open source license

applicable to such open source program code, modules, utilities or libraries (collectively, “Open

Source Code”). All Software Programs will be scanned for Open Source Code prior to Closing.

If iGambit determines that any Software Program includes any Open Source Code, this will need

to be remedied to iGambit’s satisfaction at Shareholder’s sole cost and expense prior to and as a

condition to Closing.

(i)

The Company has taken all reasonable steps, in accordance with normal

industry practice, to preserve and maintain complete notes and records relating to the Intellectual

Property and to cause the same to be readily understood, identified and available.

(j)

The Intellectual Property is free and clear of any and all Liens and nothing

shall interfere with the quiet enjoyment of the iGambit with respect to the Intellectual Property

following consummation of the transactions contemplated hereby.

(k)

The Company does not owe any royalties, license fees, guaranteed

maintenance fees or other payments to third parties in respect of the Intellectual Property. All

royalties, license fees, guaranteed maintenance fees or other payments that have accrued, or will

accrue, prior to the Closing have been paid or will be paid prior to Closing. The Company will

not owe any such payments or any additional payments as a result of the consummation of the

transactions contemplated hereby.

(l)

The Company has used its commercially reasonable efforts to regularly

scan the Software Programs and the other items of Intellectual Property with “best-in-class” virus

detection software. To Shareholder’s Knowledge, the Software Programs and other Intellectual

Property contain no “viruses”, Trojan horses, trap doors, Easter eggs, time bombs, cancel bots or

other computer programming routines that are intended to damage, detrimentally interfere with

or surreptitiously intercept with or expropriate any system, data or personal information. For the

purposes of this Agreement, “virus” means any computer code intentionally designed to disrupt,

disable or harm in any manner the operation of any software or hardware. None of the foregoing

contains any worm, bomb, backdoor, clock, timer, or other disabling device code, or any other

design or routine that causes any system, software, data or information to be erased, inoperable,

or otherwise incapable of being used, either automatically or upon command by any party.

(m)

The Company has taken and will continue to take all reasonable measures

to protect the secrecy, confidentiality, and value of all trade secrets and Intellectual Property

Rights included in the Intellectual Property transferred pursuant to this Agreement. Neither the

Company nor any other party has taken any action or failed to take any action that directly or

indirectly caused any Intellectual Property to enter the public domain or in any way adversely

affect its value to iGambit, or its absolute ownership thereof. The Shareholder acknowledges and

agrees that from and after the Closing, iGambit will have a legitimate and continuing proprietary

interest in the protection of trade secrets and non-public confidential information, knowledge,

data and similar information relating to the Intellectual Property and the confidential information

included therein (the “Confidential Information”). The Shareholder agrees that prior to and

following the Closing it shall secure and maintain the confidentiality of the Confidential

Information in a manner consistent with the importance and value of such information and the

maintenance of its rights therein, but in no event using less than reasonable efforts. The

Shareholder shall not use, sell, transfer, publish, disclose or otherwise make available any of the

Confidential Information to any third party. If the Shareholder is compelled by a duly authorized

subpoena, court order or government authority to disclose any of the Confidential Information,

the Shareholder shall immediately notify iGambit of same prior to disclosure, and fully cooperate

with the appropriate party in seeking a protective order or other appropriate remedy prior to

disclosure.

3.22 Contracts.

(a)

Schedule 3.22(a) sets forth a list of all Contracts to which the Company is

a party or by which the Company, the Acquired Business or any of the Assets is bound as of the

date hereof including:

(1)

any Contract for the Company’s provision of engineering or other

services related to the Acquired Business;

(2)

any continuing Contract for management or consulting services or

services of independent contractors or subcontractors;

(3)

any Contract that expires more than one year after the date of this

Agreement and any Contract that may be renewed at the option of any person other than the

Company so as to expire more than one year after the date of this Agreement;

(4)

any trust indenture, mortgage, promissory note, loan agreement or

other Contract for the borrowing of money, any currency exchange, commodities or other

hedging arrangement or any leasing transaction of the type required to be capitalized in

accordance with Cash Accounting Principles;

(5)

any Contract for capital expenditures in excess of $5,000 (or, if

applicable, the sterling or Euro equivalent) in the aggregate;

(6)

any Contract limiting the freedom of the Company to engage in any

line of business or to compete with any other Person, or any confidentiality, secrecy or non-

disclosure contract or any contract that may be terminable as a result of the Shareholder’s status

as a competitor of any party to such contract;

(7)

any Contract pursuant to which the Company is a lessor of any

Tangible Personal Property, pursuant to which payments in excess of $5,000 remain outstanding;

(8)

any Contract with an affiliate;

(9)

any agreement of guarantee, support, indemnification, assumption

or endorsement of, or any similar commitment with respect to, the Liabilities of any other Person

other than customary customer agreements made in the ordinary course of the Acquired

Business;

(10) any employment Contract, arrangement or policy (including any

collective bargaining contract or union agreement) that may not be immediately terminated

without financial notifications or penalty (or any augmentation or acceleration of benefits);

(11) any Contract providing for a joint venture or partnership with any

other Person;

(12) any oral contract, true and correct summaries of which have been

provided to the Company; and

(13) any Contract that is otherwise in any way material to the Assets

and/or the Acquired Business and is not described in any of the categories specified in this

Section 3.22(a).

(b)

The Company has performed, in all material respects, all of the obligations

required to be performed by Company and, to Shareholder’s Knowledge, is entitled to all benefits

under, and, to Shareholder’s Knowledge, is not alleged to be in default in respect of any

Assigned Contract. Each of the Assigned Contracts is valid and binding and in full force and

effect (subject to bankruptcy, reorganization, receivership and other laws affecting creditors’

rights generally and applicable equitable principles (whether considered in a proceeding at law or

in equity), and except as disclosed on Schedule 3.22(b), to Shareholder’s Knowledge, there exists

no default or event of default or event, occurrence, condition or act, with respect to the Company,

or with respect to the other contracting party, that, with the giving of notice, the lapse of time or

the happening of any other event or condition, would become a default or event of default under

any Assigned Contract. The Company has not received written or oral notice of cancellation,

modification or termination of any Assigned Contract. The Company does not have actual notice

that one or more of the parties to any Assigned Contract intends to terminate or alter the

provisions thereof by reason of the transactions contemplated hereby. Since the date of the latest

balance sheet of the Company contained in the Financial Statements, except as set forth on

Schedule 3.22(b), the Company has not waived any right under any Assigned Contract, amended

or extended any Assigned Contract or failed to renew (or received notice of termination or failure

to renew with respect to) any Assigned Contract. True, correct and complete copies of all

Assigned Contracts have been delivered to iGambit.

(c)

[Intentionally Omitted].

(d)

None of the Assigned Contracts was awarded to the Company as a result

of (in whole or in part) the Company’s status as a minority-owned or disadvantaged business or

similar status.

(e)

All of the Assigned Contracts may be assigned to iGambit without

obtaining the consent of any party thereto, other than to the extent specifically set forth on

Schedule 3.22(e).

3.23 Taxes and Tax Returns.

(a)

Except as set forth on Schedule 3.23:

(1)

The Company has timely filed or timely requested extensions to

file those Tax Returns that are currently due for all taxable periods ending on or before the

Closing Date and all such Tax Returns are true, correct and complete. Copies of all such Tax

Returns for the periods ending on or after December 31, 2010 have been given to the iGambit;

(2)

The Company has paid to the appropriate Governmental Authority,

or has established, if required in accordance with Cash Accounting Principles and consistent with

past practice, accruals that are reflected on the Company’s financial statements (as provided to

iGambit hereunder) for the payment of all Taxes imposed on the Company or for which the

Company could be liable, whether to taxing authorities or to other persons (pursuant to a tax

sharing agreement or otherwise) for all taxable periods beginning on or before the Closing Date;

(3)

No extension of time has been requested or granted for the

Company to file any Tax Return that has not yet been filed or to pay any Tax that has not yet

been paid;

(4)

The Company has not received notice of a determination by a

Governmental Authority that Taxes are owed by the Company (such determination to be referred

to as a “Tax Deficiency”) that has not been resolved as of the date of Closing and, to the

Shareholder’s Knowledge, no Tax Deficiency is proposed or threatened;

(5)

All Tax Deficiencies have been paid or finally settled and all

amounts determined by settlement to be owed have been paid;

(6)

Except in the case of a Lien for ad valorem property taxes not yet

due and payable, there is no unpaid Tax (a) that constitutes a Lien upon any of the Assets or (b)

for which iGambit would be liable under applicable Law by reason of having acquired the

Assets;

(7)

There are no presently outstanding waivers or extensions or

requests for waiver or extension of the time within which a Tax Deficiency may be asserted or

assessed;

(8)

No issue has been raised in any examination, investigation, audit,

Claim or proceeding relating to Taxes (a “Tax Audit”) which, by application of similar principles

to any past, present or future period, would result in a Tax Deficiency for such period and no

Claim has ever been made by a Governmental Authority in a jurisdiction where the Company

does not file Tax Returns that it is or may be subject to taxation by that jurisdiction;

(9)

There are no pending or, to the Shareholder’s Knowledge,

threatened, Tax Audits of the Company;

(10) To Shareholder’s Knowledge, there are no requests for rulings in

respect of any Tax pending between the Company and any Governmental Authority;

(11) To Shareholder’s Knowledge, the Company has complied with all

applicable Laws in all material respects relating to the withholding and payment of Taxes and has

timely withheld and paid to the proper Governmental Authorities all amounts required to have

been withheld and paid in connection with amounts paid or owing to any employee, independent

contractor, creditor or shareholder;

(12) To Shareholder’s Knowledge, the Company has disclosed on its

federal income Tax Returns all positions taken therein that could give rise to a substantial

understatement of federal income Tax within the meaning of Section 6662 of the Code;

(13) [Intentionally Omitted];

(14) To Shareholder’s Knowledge, none of the Assets of the Company

is property that it is required to be treated as being owned by any other person pursuant to the

“safe harbor lease” provisions of former Section 168(f)(8) of the Code;

(15) None of the Assets of the Company directly or indirectly secures

any debt, the interest on which is tax-exempt under Section 103(a) of the Code;

(16) None of the Assets of the Company is “tax-exempt use property”

within the meaning of Section 168(h) of the Code;

(17) The Company does not have, and has not had, a permanent

establishment in any foreign country, as defined in any applicable tax treaty or convention

between the United States and such foreign country; and

(18) The Company is not a party to any Tax allocation or Tax sharing

agreement.

(b)

Schedule 3.23 contains: (1) a schedule of the filing dates of all Tax

Returns required to be filed by the Company; (2) a description of all past Tax Audits involving

the Company; and (3) a list of the states, territories and jurisdictions to which any Tax is properly

payable by the Company. Except as set forth on Schedule 3.23, to Shareholder’s Knowledge, the

Company has retained all supporting and backup papers, receipts, spreadsheets and other

information reasonably necessary for: (A) the preparation of all Tax Returns that have not yet

been filed; and (B) the defense of all Tax Audits involving taxable periods either ending on or

during the six years prior to the Closing Date or from which there are unutilized net operating

loss, capital loss or investment tax credit carryovers.

(c)

To Shareholder’s Knowledge, the Company has collected and remitted to

the appropriate Governmental Authority all sales and use or similar Taxes required to have been

collected, including any interest and any penalty, addition to tax or additional amount unpaid,

and has been furnished properly completed exemption certificates for all exempt transactions.

To Shareholder’s Knowledge, the Company has collected and/or remitted to the appropriate

Governmental Authority all property Taxes, customs duties, fees, and assessments which are

other than in the nature of income taxes or charge of any kind whatsoever (including Taxes

assessed to real property and water and sewer rents relating thereto), including any interest and

any penalty, addition to tax or additional amount unpaid.

3.24 Solvency. No insolvency proceeding of any character including bankruptcy,

receivership, reorganization, composition or arrangement with creditors, voluntary or

involuntary, affecting, the Company (other than as a creditor) or any of the Assets are pending or

are being contemplated by the Company, or, to Shareholder’s Knowledge, are being threatened

against the Company by any other Person, and the Company has not made any assignment for the

benefit of creditors or taken any action in contemplation of which that would, to Shareholder’s

Knowledge, constitute the basis for the institution of such insolvency proceedings.

3.25 Sufficiency of Acquired Assets. To the best of Shareholder’s Knowledge, the

Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, reasonably

necessary to operate the Acquired Business in accordance with the Company’s past practices, and

include all of the operating assets of Company.

3.26 Affiliate Transactions. No officer, manager, member, director, employee or

affiliate of the Company) or any entity in which any such entity or individual is an officer,

director, manager or the owner of five percent (5%) or more of the beneficial ownership interests,

is a party to any contract (written or oral) with the Company, or has any interests in any property

used in the Acquired Business or has any claim or right against the Company, other than, with

respect to officers, directors and managers, agreements relating to their employment by the

Company (including without limitation employment, confidentiality, and inventions agreement),

and with respect to shareholders, relating to their respective stock in the Company. Each affiliate

transaction, if any, was effected on terms equivalent to those which would have been established

in an arm’s-length negotiation. None of the Shareholder or any of its affiliates has any direct or

indirect interest in any competitor of the Company, except for passive ownership of less than five

percent (5%) of the outstanding capital stock of any competing business that is publicly traded on

any recognized exchange or in the over-the-counter market.

3.27 Securities Act Acknowledgements, Representations, Warranties and Covenants.

(a)

Acknowledgments. Shareholder agrees and acknowledges that: (1) no

federal or state agency has made any finding or determination as to the fairness of the distribution

of the Shares for investment, or any recommendation or endorsement of the Shares; (2) the

Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or the

securities acts of any state and, as a result, the Shareholder must bear the economic risk of the

investment indefinitely because the Shares may not be sold unless subsequently registered under

the Act and the securities laws of any appropriate states or an exemption from such registration is

available, and that such registration under the Act and the securities laws of any such states is

unlikely at any time in the future; (3) except as provided herein, iGambit does not have any

present intention and is under no obligation to register the Shares, whether upon initial issuance

or upon any transfer thereof under the Act and applicable state securities laws, and Rule 144

and/or Rule 145 may not be available as a basis for exemption from registration; and (4) unless

and until registered under the Act or as permitted in Rule 144 and/or Rule 145, all certificates

evidencing the Shares, whether upon initial issuance or upon any transfer thereof, will bear a

legend, prominently stamped or printed thereon, reading substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES

MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN

EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE

SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO

AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT

AND APPLICABLE STATE SECURITIES LAWS.”

(b)

Representations, Warranties and Covenants. (1) The Shares are being

acquired for the Shareholder’s own account for investment and not for distribution or resale to

others and the Shareholder will not sell or otherwise transfer the Shares, whether by dividend or

other distribution or upon liquidation or dissolution or otherwise, unless they are registered under

the Act and the securities acts of any appropriate state or unless an exemption from such

registration is available and iGambit is satisfied, in the exercise of its reasonable judgment, that

such exemption is available; (2) the acquisition of the Shares by the Shareholder hereunder is

consistent with its general investment objectives and the Shareholder understands that the

acquisition of the Shares is a speculative investment involving a high degree of risk, including

the risk of total loss of such investment, and there is now no established market for iGambit’s

capital stock and there is no assurance that any public market for such stock will develop; (3) the

Shareholder has adequate means of providing for his current needs and possible personal

contingencies and he has no need for liquidity in this investment and can bear the risk of losing

his entire investment in the Shares; (4) iGambit has made available to the Shareholder at a

reasonable time prior to its investment the opportunity to ask questions and receive answers

concerning the Shares and to obtain any additional information which iGambit possesses or can

acquire without unreasonable effort or expense that is necessary in connection with the

investment but the Shareholder agrees and acknowledges, however, that he has relied solely upon

this Agreement and his own independent investigation in making the decision to invest in the

Shares; (5) the Shareholder understands that the distribution of the Shares is limited solely to

“accredited investors,” as that term is defined under Regulation D of the Securities Act or by

persons, or in transactions that are otherwise exempt under the provisions of Sections 4(1) or 4(2)

of the Securities Act; (6) the Shareholder is acquiring the Shares without having been furnished

any specific offering literature or prospectus but has relied generally upon information filed by

iGambit with the Securities and Exchange Commission and acknowledges that no

representations or warranties have been made to the Shareholders or his representatives by

iGambit, or any officer, employee, agent or affiliate of iGambit other than as contained in this

Agreement and the Shareholder must independently seek advice from its own tax and other

advisor(s) and is not relying on any tax or other advice received from iGambit in connection with

the transactions contemplated by this Agreement; and (7) the Shareholder has neither relied upon

nor seen any form of advertising or general solicitation in connection with the distribution of the

Shares.

(e)

Additional Issuances. For a period of twelve (12) months after the Closing date

hereof, if the Board of Directors of iGambit shall issue or propose to issue any additional shares

of iGambit’s common stock, or warrants, options (excluding any options granted to employees of

the Company and iGambit in accordance with any employee plans, now or hereinafter in effect)

or other rights or instruments of any kind convertible into or exercisable or exchangeable for

shares of Common Stock, such issuance shall be to the overall benefit of all the iGambit’s

shareholders and the Shareholder.

INTENTIONALLY OMITTED

REPRESENTATIONS AND WARRANTIES OF IGAMBIT.

iGambit represents and warrants to the Shareholder, that the following

representations and warranties are true and correct in all material respects on the date hereof and

will be true and correct in all material respects on and as of the Closing Date:

5.1

Organization and Good Standing. iGambit is a corporation duly organized,

validly existing and in good standing under the laws of the State of Delaware and has full power

to carry on its business as it is now being conducted and to own or hold under lease the properties

it now owns or holds under lease.

5.2

Authority. iGambit has full power and authority to enter into this Agreement.

iGambit and its shareholders, officers and directors have taken all action necessary to authorize

the execution, delivery and performance of this Agreement, the completion of the transactions

contemplated hereby and the execution and delivery of any and all instruments necessary or

appropriate to effectuate fully the terms and conditions of this Agreement. This Agreement has

been properly executed and delivered by iGambit and (assuming the due authorization, execution

and delivery thereof by the Shareholder) constitutes the valid and legally binding obligation of

iGambit, and is enforceable against iGambit in accordance with its terms.

5.3

No Conflict. Neither the execution and delivery of this Agreement nor the

carrying out of the transactions contemplated hereby will result in any violation, termination or

modification of, or conflict with, the articles of organization, certificate of incorporation or by-

laws of iGambit or any of the contracts or other instruments to which iGambit is a party, or of

any judgment, decree or order applicable to iGambit.

5.4

Broker’s and Finder’s Fees. No broker, finder, agent, representative or similar

intermediary has acted as a broker for or on behalf of the iGambit in connection with this

Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar

intermediary is entitled to a Broker’s Fee in connection herewith, based on any agreement or

understanding with iGambit or any action taken by iGambit. Any such Broker’s Fee based on

any agreement or understanding with iGambit or any action taken by iGambit which may be due

in connection with the purchase and sale contemplated by this Agreement will be borne by the

iGambit who has entered into the agreement to pay.

5.5

Valid Issuance of Shares. The Shares, when issued, sold and delivered in

accordance with the terms and for the consideration set forth in this Agreement, will be validly

issued, fully paid and free of restrictions on transfer other than applicable state and federal

securities laws and Liens created by or imposed by the Shareholder and/or Shareholder.

Assuming the accuracy of the representations of the Shareholder in Section 3.27 of this

Agreement, the Shares will be issued in compliance with all applicable federal and state

securities laws. The Shares have been duly reserved for issuance, and upon issuance, will be

validly issued, fully paid and free of restrictions on transfer other than restrictions on transfer

under applicable federal and state securities laws and Liens created by or imposed by the

Shareholder. Based in part upon the representations of the Shareholder in Section 3.27 of this

Agreement, the Shares will be issued in compliance with all applicable federal and state

securities laws. No Person has any preemptive rights or rights of first refusal by reason of or in

connection with the issuance of any Share. 5.6

Litigation. There are no Claims pending or,

to the knowledge of iGambit, threatened against iGambit which seek to enjoin or rescind the

transactions contemplated by this Agreement or otherwise prevent iGambit from complying with

the terms and provisions of this Agreement.

5.7

Limitation on Warranties. iGambit has no Knowledge that (a) any of the

representations and warranties of Shareholder in this Agreement and the Schedules are not true

and correct in all material respects or (b) there are any material errors in, or material omissions

from, the Schedules.

5.8

Retention Plan. iGambit’s Compensation Committee will establish a bonus pool

for the Company’s management with incentives over the next three (3) years to attract and retain

talent. This pool will be designed to reward management and employees for the achievement of

mutually agreed upon business goals and a growth strategy. The bonus plan, details to be

determined, and incentives may be paid in a combination of iGambit common stock, stock

options and/or cash.

INDEMNIFICATION AND SURVIVAL.

6.1

Indemnification by the Shareholder. Subject to the other provisions of this

Section 6, the Shareholder hereby covenants and agrees to indemnify and hold harmless iGambit

and its respective successors and assigns, at all times from and after the date of Closing, against

and in respect of any and all demands, Claims, causes of action, administrative orders and

notices, losses, costs, fines, liabilities, penalties, interest, damages and expenses (including,

without limitation, reasonable attorney fees and expenses) (“Losses”), resulting from, in

connection with or arising out of:

(i)

any material misrepresentation, breach of warranty or breach or non-

fulfillment of any agreement or covenant on the part of the Shareholder under this

Agreement, or from any material inaccuracy or misrepresentation in or omission from any

certificate or other instrument or document furnished or to be furnished by or on behalf of

the Shareholder at Closing;

(ii)

all Claims, assessments, judgments, costs, reasonable attorneys’ fees and

expenses of any nature incident to any of the matters indemnified against pursuant to this

Section 6.1, including, without limitation, all such costs and expenses incurred in the

defense thereof or in the enforcement of any rights of iGambit hereunder.

6.2

Indemnification by iGambit. iGambit hereby covenants and agrees to indemnify

and hold harmless the Shareholder and their respective successors and assigns, at all times from

and after the date of Closing against and in respect of any and all Losses resulting from, in

connection with or arising out of:

(i)

any material misrepresentation, breach of warranty or breach or non-

fulfillment of any agreement or covenant on the part of iGambit under this Agreement or

from any material inaccuracy or misrepresentation in or omission from any certificate or

other instrument or document furnished or to be furnished by or on behalf of iGambit at

Closing;

(ii)

all Claims, assessments, judgments, costs, reasonable attorneys’ fees and

expenses of any nature incident to any of the matters indemnified against pursuant to this

Section 6.2, including, without limitation, all such costs and expenses incurred in the

defense thereof or in the enforcement of any rights of the Shareholder hereunder; and/or

(iii) the operation or ownership of the Acquired Business after the Closing,

except to the extent a iGambit is indemnified pursuant to Section 6.1 hereof.

6.3

Notice and Defense.

(a)

If at any time a party entitled to indemnification hereunder (the “Indemnitee”)

shall receive notice from any third party of any asserted Loss claimed to give rise to

indemnification hereunder, the Indemnitee shall promptly give notice thereof (“Claims Notice”)

to the party obligated to provide indemnification (the “Indemnitor”) of such Loss. The Claims

Notice shall set forth a brief description of the Loss, in reasonable detail, and, if known or

reasonably estimable, the amount of the Loss that has been or may be suffered by the Indemnitee.

The failure of the Indemnitee to give a Claims Notice promptly shall not waive or otherwise

affect the Indemnitor’s obligations with respect thereto, except to the extent that the Indemnitor

is prejudiced as a result of such failure (or to the extent the associated claim is barred by another

provision hereof regarding any survival period). All indemnity claims by the Indemnitee shall be

bona fide. Any claim for indemnification with respect to any of such matters which is not

asserted by a notice given as herein provided specifically identifying the particular breach

underlying such claim and the reasonable detail of facts and Losses relating thereto within the

specified periods of survival may not be pursued until and unless properly made, and if regarding

a representation or warranty, within the applicable survival period as set forth in Section 6.7.

Thereafter, the Indemnitor shall have, at its election, the right to compromise or defend any such

matter at the Indemnitor’s sole cost and expense through counsel chosen by the Indemnitor and

approved by the Indemnitee (which approval shall not unreasonably be withheld); provided,

however, that (i) Indemnitor provides evidence reasonably satisfactory to Indemnitee that

Indemnitor has the financial wherewithal to satisfy and discharge the Loss in full, and (ii) any

such compromise or defense shall be conducted in a manner which is reasonable and not contrary

to the Indemnitee’s interests, and the Indemnitee shall in all events have a right to veto any such

compromise or defense which is unreasonable or which would jeopardize in any material respect

any assets or business of the Indemnitee or any of its affiliates or increase the potential liability

of, or create a new liability for, the Indemnitee or any of its affiliates and, provided further that

the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage

resulting from the manner in which such matter is compromised or defended, including any

failure to pay any such claim while such litigation is pending. Notwithstanding the foregoing, if

the Indemnitor receives a firm offer to settle a third party Claim, and the Indemnitor desires to

accept such offer, the Indemnitor will give written notice to the Indemnitee to that effect. In the

event that the Indemnitor does so undertake to compromise and defend a claim, the Indemnitor

shall notify the Indemnitee of its intention to do so. Each party agrees in all cases to use

commercially reasonable efforts to cooperate with the defending party and its counsel in the

compromise of or defending of any such liabilities or claims. In addition, the nondefending party

shall at all times be entitled to monitor such defense through the appointment, at its own cost and

expense, of advisory counsel of its own choosing.

(b)

In the event any Indemnitee should have an indemnity claim against any

Indemnitor hereunder which does not involve a third party Claim, the Indemnitee shall transmit

to the Indemnitor a Claims Notice. The Indemnitor shall have fifteen (15) business days after

receipt of any such Claims Notice in which to object in writing to the claim or claims made by

Indemnitee in such Claims Notice, which written objection (the “Objection Notice”) shall state,

in reasonable detail, the basis for Indemnitor’s objection. In the event that Indemnitor does

deliver an Objection Notice with respect to any claim or claims made in any Claims Notice, the

Indemnitor and the Indemnitee shall, within the fifteen (15) day period beginning as of the date

of the receipt by Indemnitee of the Objection Notice, attempt in good faith to agree upon the

proper resolutions of each of such claims. If the parties should so agree, a written memorandum

setting forth such agreement shall be prepared and signed by both parties. If no agreement can be

reached after good faith negotiations within such 15-day negotiating period (or such extended

period as the Indemnitor and the Indemnitee shall mutually agree upon in writing), the parties

may pursue their remedies at law (subject to the terms and conditions of this Agreement).

6.4

Indemnification Limits and Restrictions.

(a)

De Minimis. No indemnification shall be payable by Shareholder with

respect to any indemnity claim under clause (i) of Section 6.1 with respect to any individual Loss

(or series of related Losses arising out of the same or substantially similar circumstances) which

is (or, for such a series, are in the aggregate) less than Twenty Five Thousand Dollars

($25,000.00) (the “De Minimis Amount”); provided, however, that, in each case subject to the

other terms of this Section 6, if such Loss (or Losses) exceeds the De Minimis Amount, then all

of such indemnification shall be payable for the entire amount of such Loss (or Losses),

including the portion that is less than the De Minimis Amount.

(b)

Holdback Amount; Set-Off

(i) Pursuant to Section 2.3 of this Agreement, the Shareholder and iGambit

have agreed that the Holdback Amount shall be withheld from payment at the Closing, subject to

this Section 6.4.

(ii) The Holdback Amount is being withheld by iGambit for the purpose of

allowing iGambit and the Company to recover therefrom the amount of any claims for

indemnification iGambit and the Company may have against the Shareholder under Section 6.1

above or any other provisions of this Agreement. The Holdback Amount is the maximum

amount that the Shareholder may be liable for its indemnification obligations pursuant to this

Section 6. Except for intentional misrepresentation or fraud, the Shareholder shall not be

personally liable for any indemnifications obligations pursuant to this Section VI beyond the

Holdback Amount.

(ii) The Holdback Amount shall be paid to the Shareholder on the Survival

Date, as defined in Section 6.7 below, provided that in the event the Company or iGambit has

any claims for indemnification against the Shareholder under Section 6.2 above or any other

provisions of this Agreement for which iGambit or the Company, as applicable, has given notice

to the Shareholder in accordance with the terms herein, iGambit shall continue to withhold the

portion of the Holdback Amount subject to such claims until the parties fully and finally resolve

such claims.

(d)

Notwithstanding anything to the contrary in this Agreement, if iGambit

determines in good faith that it is entitled to seek indemnification pursuant to Section 6.1,

iGambit may, and in addition to any other right or remedy it or they may have, set-off all or any

portion of their good faith estimate of the amount of such indemnification claim (a “Set-Off

Amount”) against the Holdback Amount that is payable under Section 2.3, provided iGambit

notifies the Shareholder in writing (a “Set-Off Notice”) that iGambit intends to make such set-off

at least ten (10) days prior to the date such Holdback Amount is payable under this Section 6.4.

Shareholder may deliver an Objection Notice within fifteen (15) days after receipt of a Set-Off

Notice, in the manner provided in Section 6.3(b), and the claim for set-off shall be resolved in the

manner set forth in Section 6.3(b).

(e)

Notwithstanding anything in this Agreement to the contrary, Losses shall

not include (i) consequential, special or punitive damages or (ii) fees and expenses of more than

one counsel with respect to any indemnified claim or claims arising out of the same general

allegations or circumstances unless counsel to the Indemnitee has provided a written opinion to

the Indemnitor stating that legal conflict of interest requires that the Indemnitor have separate

counsel.

6.5

Shareholder Indemnification. With respect to any indemnity claim under Section

6.1, iGambit hereby agrees that it shall seek recourse and remedy for such indemnifiable Losses

(subject to Sections 6.4 above) solely by enforcing its rights against the Holdback Amount which

is due or may become due to Shareholder under this Agreement.

6.6

Subrogation. After any indemnification payment is made to iGambit pursuant to

this Section 6, Shareholder shall, to the extent of such payment and to the extent permitted by

applicable law and applicable contracts, be subrogated to all rights (if any) of iGambit against

any third party in connection with the Losses to which such payment relates. Without limiting

the generality of the preceding sentence, iGambit shall execute, upon the written request of the

Indemnitor, any instrument reasonably necessary to evidence such subrogation rights.

6.7

Survival. All representations and warranties of Shareholder, Company and

iGambit under this Agreement will survive the Closing until, and will expire at the later of (i)

5:00 p.m., Eastern time, on later of (i) the first (1^st) anniversary of completion of the first audit of

iGambit after the Closing, provided that such audit is completed not more than eighteen (18)

months after the Closing Date, or (ii) that date which is twelve (12) months from the Closing

Date (the “Survival Date”). All covenants requiring performance prior to Closing shall expire on

the Closing Date and all covenants requiring performance by any party after the Closing shall

survive the Closing in accordance with their terms and claims for breach therefor may be made at

any time until the expiration of the statute of limitations applicable to such claims. If a Claims

Notice is delivered before the expiration of the applicable survival period, the matters that are the

subject of such Claim Notice shall survive until such indemnity claim is finally resolved. Any

Claims Notice resulting from any alleged breach or inaccuracy of any representation or warranty

herein must be asserted in writing which contains specific facts, allegations and amounts sought

by an Indemnitee to the Indemnitor prior to the Survival Date.

6.8

Exclusive Remedy.

The indemnification given by the parties under this

Agreement shall be the parties’ sole and exclusive remedy, each against the other, with respect to

all matters of any kind or nature whatsoever respecting this Agreement and the transactions

hereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER.

The obligations of the Shareholder under this Agreement are subject only to the

delivery by iGambit of the Shares as described in Section 2.1 hereof and the delivery of (or, at the

option of Shareholder, the waiver of delivery of) the documents described in Section 2.3(b)

hereof and the satisfaction of each of the following conditions:

7.1

Accuracy of Representations and Warranties. Each of the representations and

warranties of iGambit contained herein and in any other agreements or instruments provided for

herein shall have been true and correct in all material respects on the date hereof. iGambit shall

deliver to Shareholder a certificate to such effect at the Closing as to the representations and

warranties of iGambit.

7.2

No Action or Proceeding. No claim, action, suit, investigation or other court

proceeding shall be pending or threatened before any court or governmental agency which

presents a risk of the restraint or prohibition of the transactions contemplated by this Agreement

or the obtaining of material damages or other relief in connection therewith.

7.3

Consents and Actions; Contracts. All requisite regulatory and/or other consents

and approvals of third parties, including but not limited to those set forth on Schedule 3.2 or

Schedule 3.22(e), shall have been obtained and completed.

7.4

Other Evidence. iGambit shall have furnished to Shareholder such further

certificates and documents evidencing their due action in accordance with this Agreement as

Shareholder shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF IGAMBIT.

The obligations of iGambit to proceed to Closing under this Agreement are

subject only to the delivery of (or, at the option of iGambit, the waiver of delivery of) the

documents described in Section 2.3(c) hereof and the satisfaction of each of the following

conditions:

8.1

Delivery of Financials. The Shareholder shall have delivered to iGambit Financial

Information as defined in Section 3.10 herein.

8.2

Accuracy of Representations and Warranties. Each of the representations and

warranties of the Shareholder contained herein and in any other agreements or instruments

provided for herein shall have been true and correct in all material respects on the date hereof.

Shareholder shall deliver to iGambit a certificate to such effect at the Closing as to the

representations and warranties of the Shareholder.

8.3

No Action or Proceeding. No claim, action, suit, investigation or other court

proceeding shall be pending or threatened before any court or governmental agency which

presents a risk of the restraint or prohibition of the transactions contemplated by this Agreement

or the obtaining of material damages or other relief in connection therewith.

8.3

Consents and Actions; Contracts. All requisite regulatory and/or other consents

and approvals of third parties, including but not limited to those set forth on Schedule 3.2 or

Schedule 3.22(e), shall have been obtained and completed. The Shareholder shall have provided

iGambit with evidence satisfactory to iGambit in its reasonable discretion that (i) there are no

applicable rights of first refusal, rights of first negotiation, rights of first offer or similar rights of

any kind that would require Shareholder to provide any third party with notice, an opportunity to

discuss, consent, negotiate or to engage in any of the transactions contemplated hereby prior to

consummation by Shareholder; or (ii) that any and all such rights have been waived by the party

possessing such rights.

8.4

No Outstanding Options or Warrants. The Shareholder has provided iGambit with

evidence satisfactory to iGambit, in its sole and reasonable discretion that outstanding or

authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights

or other agreements or commitments to which the Company is a party to or which are binding

upon the Company providing for the issuance, disposition or acquisition of any of the Company’s

capital stock or other equity or any rights or interests exercisable therefor, as set forth on

Schedule 3.12, have been (a) cancelled or (b) have been duly authorized, are validly issued, fully

paid and non-assessable, are not subject to, nor were issued in violation of, any preemptive

rights, and are owned of record and beneficially by the parties set forth on Schedule 3.12.

8.5

Delivery of Ancillary Agreements. The Shareholder shall have furnished to

iGambit documents described in Section 2.3(c) hereof.

8.6

Delivery of Lease Agreement. The Shareholder shall have furnished to iGambit a

fully executed assignment of Lease and consent of Landlord pursuant to Section 2.3(c) hereof.

8.7

Other Evidence. The Shareholder shall have furnished to iGambit such further

certificates and documents evidencing their due action in accordance with this Agreement as

iGambit shall reasonably request.

INTENTIONALLY OMITTED.

10.

FINANCING AND INITIAL INVESTMENT COMMITMENT.

10.1 Certain Cash Advances. Prior to the date hereof, iGambit shall lend Shareholder

$15,000 and $50,000 of financing (“Bridge Loan”) pursuant to those Promissory Note

agreements dated November 15, 2016 and January 30, 2017, respectively, entered into by and

between Shareholder and iGambit. Upon Closing, the Bridge Loan shall be extinguished and the

proceeds from the Bridge Loan shall be considered as working capital for the Company.

10.2 Initial Investment Commitment.

iGambit agrees to arrange for a minimum of

Five Hundred Thousand Dollars ($500,000) to be utilized for the consolidated operating

expenses of the Company and iGambit, during the period beginning on the Closing Date and

ending six (6) months later, which may be in the form of loans (from its shareholder, any

affiliate, or a third party), and/or equity or some combination (the “Initial Investment

Commitment”).

11.

PIGGYBACK.

(a)

Right to Piggyback. After Closing, if iGambit at any time determines to

file a registration statement with the Securities and Exchange Commission with respect to any

offering of its securities for its own account or for the account of any stockholder who holds its

securities (other than (i) a registration on Form S-4 or S-8 or any similar or successor form to

such forms, (ii) a registration of securities solely relating to an offering and sale to employees,

directors or consultants of iGambit pursuant to any employee stock plan or other employee

benefit plan arrangement or (iii) a registration of non-convertible debt securities) (a “Piggyback

Registration”) then, as expeditiously as reasonably possible following such determination,

iGambit shall give written notice (the “Incidental Registration Notice”) of its intention to effect

such a registration to the Shareholder, and such notice shall offer Shareholder the opportunity to

iGambit shall include in such registration statement all such registrable securities which are

requested in writing by the Shareholder (a “Piggyback Participation Notice”) to be included

therein, on the same terms and conditions as the securities otherwise being sold in such

registration, such Piggyback Participation Notice to be received within fifteen (15) days after the

date of the Incidental Registration Notice. If Shareholder does not timely deliver a Piggyback

Participation Notice, then it shall be deemed to have waived its right to participate in the

Piggyback Registration. If the Shareholder decides not to include all of its registrable securities in

any Piggyback Registration, then Shareholder shall nevertheless continue to have the right to

include any registrable securities in any subsequent Piggyback Registration as may be filed by

iGambit with respect to offerings of iGambit’s securities, all upon the terms and conditions set

forth herein.

(b)

Underwriter Exception. If a Piggyback Registration is an underwritten

secondary registration on behalf of holders of the Company’s securities, and the managing

underwriters advise the Company in writing that in their opinion the number of securities

requested to be included in such registration exceeds the number which can be sold in such

offering without adversely affecting the marketability of the offering, the Company will include

in such registration a pro rata share of registrable securities requested to be included in such

registration statement as calculated by dividing the number of registrable securities requested to

be included in such registration statement by the number of the Company’s securities requested

to be included in such registration statement by all selling security holders. In such event, the

Shareholder shall continue to have registration rights under this Agreement with respect to any

registrable securities not so included in such registration statement.

(d)

Piggyback Expenses. The registration expenses of the Shareholder shall be

paid by iGambit in all Piggyback Registrations. The obligation of iGambit to bear, or to pay or

reimburse the Shareholder for, registration expenses shall apply irrespective of whether any sales

of registrable securities ultimately take place.

12.

MISCELLANEOUS.

12.1 Expenses. Each party to this Agreement shall pay all of its own closing costs and

other expenses relating hereto, including fees and disbursements of its counsel and accountants,

whether or not the transactions contemplated hereby are consummated.

12.2 Taxes. The Shareholder shall bear any and all Taxes of any nature or type

whatsoever, including, but not limited to taxes that may become due and payable as a result of

the consummation of the transactions contemplated hereby, except for Taxes accruing

subsequent to Closing, and the Shareholder shall indemnify and hold iGambit harmless with

respect thereto pursuant to Section 6.

12.3 Notices. All notices and other communications hereunder or in connection

herewith shall be in writing and delivered as follows:

If to the Shareholder, to:

Xxxxx Xxxxxxxx

000 00^xx Xxxxxx Xxxxxxxxx

Xx. Xxxxxxxxxx, XX 00000

and

Xxxxxxxx Xxxxxxxx

000 0^xx Xxxxxx X.

Xxxxx 0

Xx. Xxxxxxxxxx, XX 00000

with a copy to:

Xxxx Walk, Esq.

Ciklin Xxxxxx & X’Xxxxxxx

000 X. Xxxxxxx Xxxxx, 00^xx Xxxxx

Xxxx Xxxx Xxxxx, XX 00000

If to iGambit, to:

Xxxxx Xxxxxx, EVP and General Counsel

iGambit Inc.

0000 X. Xxxxxxx Xxxx., Xxxxx X

Xxxxxxxxx, Xxx Xxxx 00000

with a copy to:

Xxxxxxxxx- Xxxxxx

000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 000

Xx. Xxxxxxxxxx, XX

00000

Phone: 000-000-0000

Attention: Xxxx Xxxxxxxxx

Except as otherwise specifically provided herein, all notices, requests, instructions

and demands which may be given by any party hereto to any other party in the course of the

transactions herein contemplated shall be in writing and shall be served by express mail through

the U.S. Postal Service or similar expedited overnight commercial carrier. Service of such

notices, demands and requests shall be presumed to have occurred on the date that is one (1) day

after the date upon which the item was delivered to the U.S. Postal Service or similar expedited

overnight commercial carrier, provided the item was properly addressed, all postage and shipping

charges were prepaid by the sender and the commercial carrier issued a dated receipt to the

sender acknowledging the commercial carrier’s receipt of the item. All such notices, demands

and requests shall be addressed as set forth above. Any party may change the address at which it

is to receive notice by like written notice to all other parties hereunder.

12.4 Entire Agreement. This Agreement (including the exhibits hereto and the lists,

schedules and documents delivered pursuant hereto, which are a part hereof) is intended by the

parties to and does constitute the entire agreement of the parties with respect to the transactions

contemplated by this Agreement. This Agreement supersedes any and all prior understandings,

written or oral, between the parties, and this Agreement may be amended, modified, waived,

discharged or terminated only by an instrument in writing signed by the party against which

enforcement of the amendment, modification, waiver, discharge or termination is sought.

12.5 Severability. If any provision of this Agreement shall be declared by any court of

competent jurisdiction illegal, void or unenforceable, the other provisions shall not be effected,

but shall remain in full force and effect.

12.6 Modification and Amendment. This Agreement may not be modified or amended

except by an instrument in writing duly executed by the parties hereto, and no waiver of

compliance of any provision or condition hereof and no consent provided for herein shall be

effective unless evidenced by an instrument in writing duly executed by the party hereto seeking

to be charged with such waiver or consent.

12.7 Time of the Essence. Time is of the essence in every provision of this Agreement

where time is a factor.

12.8 Governing Law; Jurisdiction; Exclusive Venue.

(a)

Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Florida exclusive of the choice of law rules thereof.

(b)

Exclusive Venue. The parties hereto agree that exclusive venue for any

litigation, action or proceeding arising from or relating to this Agreement shall lie in the Circuit

or County Court in and for Palm Beach County, Florida, or, if federal diversity jurisdiction then

exists, in the United States Southern District Court for the District of Florida and each of the

parties hereto expressly waives any right to contest such venue for any reason whatsoever.

(c)

Waiver of Trial By Jury. EACH OF THE PARTIES HERETO

EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY

LITIGATION, ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS

AGREEMENT.

12.9 Specific Performance.

The parties hereto recognize that if the Shareholder does not perform under the

provisions of this Agreement or any other agreements or instruments provided for in this

Agreement, then monetary damages alone would not be adequate to compensate iGambit for its

injury. iGambit shall therefore be entitled, in addition to any remedies that may be available at

law or in equity including, without limitation, monetary damages, to obtain specific performance

of the obligations of the Shareholder. If any action is brought by iGambit to specifically enforce

this Agreement or any other agreements or instruments provided for herein, the Shareholder shall

waive the defense that there is an adequate remedy at law.

12.10 Binding Effect. This Agreement shall be binding upon and shall inure to the

benefit of the parties hereto and their respective heirs, legatees, beneficiaries, personal

representatives and other legal representatives and assigns, as the case may be. This Agreement

may not be assigned by any party hereto without the prior written consent of each other party

hereto; provided, however, that each party may assign its rights and obligations hereunder to any

affiliate of such party.

12.11 Enumerations and Headings. The enumerations and headings contained in this

Agreement are for convenience of reference only and shall in no way be held or deemed to

define, limit, describe, explain, modify, amplify or add to the interpretation, construction or

meaning of any provision or the scope or intent of this Agreement, or in any way effect this

Agreement.

12.12 Counterparts. This Agreement may be signed in two or more counterparts, all of

which taken together shall be deemed to constitute one original Agreement. This Agreement

may be executed by delivery of a facsimile or .pdf copy of an executed signature page with the

same force and effect as the delivery of an originally executed signature page. In the event any

party delivers a facsimile or .pdf copy of a signature page to this Agreement, such party shall

deliver an originally executed signature page at any time thereafter upon request; provided,

however, that the failure to deliver any such originally executed signature page shall not affect

the validity of the signature page delivered by facsimile or .pdf, which has and shall continue to

have the same force and effect as the originally executed signature page.

12.13 Waiver of Bulk Sales Compliance. Each of the parties hereto waives compliance

with any applicable bulk sales or similar provisions, provided however, that the Shareholder

hereby agrees to indemnify and hold harmless iGambit from and against any and all losses,

expenses, claims, liabilities or attorney’s fees arising as a result of such waiver.

12.14 Disclosure. The parties hereto will consult with each other and reach mutual

agreement before issuing any press release or otherwise making any statement or disclosure, oral

or written, with respect to this Agreement or the transactions contemplated hereby; provided,

however, that each party will be permitted to make, without the agreement of the other, such

disclosures to the public or to governmental entities as that party’s counsel reasonably deems

necessary to maintain compliance with applicable laws. Except as provided above, the existence

and/or contents of this Agreement shall not be disclosed by the Shareholder without iGambit’s

prior written consent.

12.15 Confidentiality. Except as required by law or to carry out the transactions

contemplated by this Agreement (the “Transactions”), neither the Shareholder, nor iGambit, nor

the employees, attorneys, accountants and other agents and representatives of any of the

foregoing (collectively, “Representatives”) will disclose or use any Confidential Information (as

defined below), whether already furnished or to be furnished in the future to any party hereto or

their Representatives in any manner other than in connection with the evaluation and negotiation

of the transactions proposed in this Agreement once executed and delivered; except to the extent

that disclosure is required by law. For purposes of this Agreement, “Confidential Information”

means the existence and terms of this Agreement and any information regarding iGambit, the

Shareholder, the Company, their affiliates or the Transactions or the Assets. Confidential

Information does not include information that a party to this Agreement can demonstrate (i) is

generally available to or known by the public other than as a result of improper disclosure; (ii) is

obtained by the disclosing party from a source other than the other party or its Representatives; or

(iii) was in the possession of the other party prior to the date hereof other than as a result of

improper disclosure and was obtained other than in connection with consideration of the

transactions set forth in this Agreement, provided that such source was not bound by a duty of

confidentiality with respect to such information. Upon the written request of any party, the other

party will promptly return any Confidential Information in its possession or in the possession of

its Representatives.

12.16 Survival. All representations and warranties made by the parties in this

Agreement and in any other certificates and documents delivered in connection herewith shall

survive the Closing until the Survival Date.

12.17 Rules of Usage. In this Agreement, unless a clear intention appears otherwise:

(a) the singular number includes the plural number and vice versa; (b) reference to any Person

includes such Person’s successors and assigns but, if applicable, only if such successors and

assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity

excludes such Person in any other capacity or individually; (c) reference to any gender includes

each other gender; (d) reference to any agreement, document or instrument means such

agreement, document or instrument as amended or modified and in effect from time to time in

accordance with the terms thereof; (e) reference to any law means such law as amended,

modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time,

including rules and regulations promulgated thereunder; (f) ”hereunder,” “hereof,” “hereto,” and

words of similar import shall be deemed references to this Agreement as a whole and not to any

particular section or other provision hereof; (g) ”including” (and with correlative meaning

“include”) means including without limiting the generality of any description preceding such

term; (h) ”or” is used in the inclusive sense of “and/or”; (i) with respect to the determination of

any period of time, “from” means “from and including” and “to” means “to but excluding”;

(j) references to documents, instruments or agreements shall be deemed to refer as well to all

addenda, schedules or amendments thereto; and (k) section references shall be deemed to refer to

all subsections thereof, unless otherwise expressly indicated.

[Intentionally Left Blank –Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Stock Exchange

Agreement under seal on the date first above written.

WITNESS:

COMPANY:

HubCentrix, Inc.,

a Florida corporation

By:___________________________(SEAL)

Name: Xxxxx Xxxxxxxx

Title: CEO

IGAMBIT INC.:

IGAMBIT INC.,

a Delaware corporation

By:__________________________(SEAL)

Name: Xxxx Xxxxxxx

Title: CEO & President

SHAREHOLDER:

______________________________

Name: Xxxxx Xxxxxxxx

______________________________

Name: Xxxx Xx Xxxxxxxx

______________________________

Name: Xxxxxxxx Xxxxxxxx

SHAREHOLDER:

______________________________

Name: Xxxx Xxxxx

______________________________

Name: Xxxxxx Xxxxx

______________________________

Name: Xxxxx Xxxxxxxx

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STOCK EXCHANGE AGREEMENT

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