AGREEMENT AND PLAN OF MERGER BY AND AMONG NUTEX HEALTH HOLDCO LLC, CLINIGENCE HOLDINGS, INC., NUTEX ACQUISITION LLC,Agreement and Plan of Merger • November 24th, 2021 • Clinigence Holdings, Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER is made as of November 23, 2021 (the “Signing Date”), by and among Nutex Health Holdco LLC, a Delaware limited liability company (“Nutex”), Clinigence Holdings, Inc., a Delaware corporation (“Parent”), Nutex Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Micro Hospital Holding LLC, a Texas limited liability company (“MHH”), solely for the purposes of certain Sections in Article IV, Section 12.15 and the Sections related thereto, Nutex Health LLC, a Texas limited liability company (“NH”), solely for the purposes of Section 4.18 and the Sections related thereto, and Thomas T. Vo, in his capacity as the Nutex Representative (as hereinafter defined). Each of Nutex, Parent and Merger Sub may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2021 • Clinigence Holdings, Inc. • Services-business services, nec
WHEREAS, the Board of Directors of Clinigence Holdings, Inc. (the “Company”) has approved that a Gross-Up Payment (as defined below) be payable to the extent that an Excise Tax (as defined below) is or becomes assessable against Warren Hosseinion (the “Employee”) because any payments received by the Employee in connection with the transactions contemplated under the Agreement and Plan of Merger by and among the Company, Nutex Health Holdco LLC, Nutex Acquisition LLC and the other parties thereto (the “Merger Agreement”) or otherwise constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended.
