AGREEMENT AND PLAN OF MERGER BY AND AMONG CLINIGENCE HOLDINGS, INC., IGAMBIT, INC., HEALTHDATIX, INC. AND JOHN SALERNO August 8, 2019 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 4th, 2019 • iGambit, Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 8, 2019 (the “Signing Date”) by and among Clinigence Holdings, Inc., a Delaware corporation (“Clinigence”), iGambit, Inc., a Delaware corporation (“iGambit”), HealthDatix, Inc., a Delaware corporation and wholly owned subsidiary of iGambit (“Merger Sub”), and John Salerno, an individual and holder of iGambit shares constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit (the “Signing Stockholder”).
Clinigence Holdings, Inc. Pro Forma Condensed Combined Financial Statements (Unaudited)Contribution Agreement • November 4th, 2019 • iGambit, Inc. • Services-business services, nec
On March 1, 2019, the Company entered into a Contribution Agreement by and among Clinigence Holdings, Inc. (“Holdings”), Qualmetrix, Inc., and the Members of Clinigence, LLC (“Agreement”) whereby Clinigence Holdings, Inc. acquired all of the assets and operations and assumed all of the liabilities of Qualmetrix, Inc. The Company acquired QMX to further its SAAS-based offerings to its customers and expand into new markets. The goodwill is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining the operations of QMX with the Company. Pursuant to the Agreement, all of the outstanding Series A and Series B Preferred Stock and Common Stock of Qualmetrix, Inc. totaling 34,726,659 shares were exchanged for 5,021,951 common shares of Clinigence Holdings, Inc. All outstanding shares of Qualmetrix, Inc. immediately preceding the exchange were treated as one class. On the date of the transaction, the shares of common stock issue
