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EX-10.47 - RESCISSION AGREEMENT - Clinigence Holdings, Inc. | exhibit1047.htm |
EX-10.48 - ESCROW AGREEMENT - Clinigence Holdings, Inc. | exhibit1048.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 8, 2013
iGambit Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-53862
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
1050 W. Jericho Turnpike, Suite A
11787
Smithtown, New York
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (631) 670-6777
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Rescission of Purchase Agreement for Acquisition of IGX Global Inc. and IGX Global UK Limited
On April 8, 2013, iGambit Inc. (iGambit) and its wholly owned subsidiary, IGXGLOBAL, CORP.
(IGXGLOBAL, and collectively, the "Company"), entered into, and became obligated under, a
transaction to rescind the Companys purchase agreement dated December 28, 2012 (the Purchase
Agreement) with IGX Global Inc. (IGXUS), IGX Global UK Limited (IGXUK, and collectively,
IGXNJ) and Tomas Duffy (Duffy) the sole shareholder of both IGXUK and IGXUS (the
Shareholder).
Under the Purchase Agreement, the Company agreed to purchase substantially all of the assets of IGX
Global Inc. (IGXUS) and all of the issued and outstanding shares of IGX Global UK Limited
(IGXUK) and thereby the acquired the business operated by IGSUS and IGSUK (the Acquired
Business).
In accordance with the terms of the Purchase Agreement, the Company purchased the Acquired Business,
including approximately $1,000,000 of cash and the assumption of $2,500,000 of agreed liabilities.
The aggregate purchase price for the assets of IGXUS and the shares of IGXUK, was $11.5 million
(the Purchase Price), consisting of $1.5 million in cash, $1.0 million to be evidenced by promissory
notes payable to the Shareholder, (the Promissory Note), debt assumption of approximately $6.25
million, $2,500,000 of which was the assumed liabilities and $3,750,000 of which is to be paid to
Shareholder based upon the future performance of the Acquired Business over a three-year
period and 3,750,000 shares of restricted common stock of iGambit valued at $1 per share escrowed
based on the future performance of the Acquired Business over a three-year period. The
Purchase Agreement was disclosed n the Companys current report on Form 8-K filed on January 7, 2013.
The Rescission Agreement
Under the terms of the Rescission Agreement, the Company, IGXUS, IGXUK and Duffy, agreed
to unwind the Purchase Agreement in its entirety and to fully restore each to the positions they were
respectively in prior to entering the Purchase Agreement, in every respect other than as otherwise
expressly contemplated by the Rescission Agreement; as follows:
(i)
IGX NJ and/or Duffy shall have secured adequate financing (the
Financing) in an aggregate amount equal or exceeding the sum of: (a) the Initial
iGambit Payment of $275,000; (b) the amount necessary to fully repay the indebtedness
(the Keltic Debt) of iGambit and IGX DE to Keltic Financial Partners II, LP (Keltic)
under the Loan and Security Agreement dated December 31, 2012 by and between Keltic
Financial Services II LLP and IGXGLOBAL Corp. (collectively with all other documents,
instruments, securities and other certificates executed or delivered in connection with the
Keltic Debt, the Keltic Debt Documents); (c) any outstanding audit fees due and owing
from iGambit to Fiondella, Milone & LaSaracina LLP relating to IGX NJ, which the
Parties hereby acknowledge to be $75,000.00 (the Audit Fees); (d) up to $95,000 of fees
due and owing from iGambit to Frontrunner (the Frontrunner Fees); and (e) up to
$10,500 of fees due and owing from iGambit to MK Appraisal Group for appraisal
services (the Appraisal Fees);
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(ii)
IGX NJ and Duffy shall use their best efforts, in good faith, to
secure Financing on or before April 30, 2013;
(iii)
As additional consideration for iGambits agreement to effect the
Rescission, commencing upon the Rescission, IGX NJ shall pay and deliver to iGambit
the sum of $350,000 (the Consideration Balance) in equal monthly installments of
$19,444.44 (the Installments) on or before the ten (10th) business day of each calendar
month commencing with the first full calendar month immediately following the Effective
Time of Rescission;
(iv) the Rescission shall be effective at the time and date (the Effective
Time) that all conditions to the obligations of the Parties to consummate the Rescission
set forth in the Rescission Agreement have been satisfied or waived; and
(v)
the Rescission Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Rescission if the
Rescission has not occurred on or before April 30, 2013.
Concurrently with the execution of the Rescission Agreement: (a) each of IGX NJ, Duffy,
iGambit and Roetzel & Andress (the Escrow Agent) entered into an Escrow Agreement, (the
Escrow Agreement); and (b) each of IGX NJ, Duffy, IGX DE and iGambit (as applicable)
executed and delivered to the Escrow Agent to hold in escrow pursuant to the terms of the
Escrow Agreement (i) the Rescission Bill of Sale, (ii) the Rescission Assignment-Assumption
Agreement, (iii) the Rescission Assignment-Assumption of Lease, (iv) the Mayo Assignment-
Assumption Agreement and (v) the IGX UK Share Transfer Documents (collectively, the
Escrowed Documents). Furthermore, Duffy has delivered: (x) to the Escrow Agent a dollar
amount equal to $200,000 (i.e. the Initial iGambit Payment less the Deposit) to be held in escrow
by the Escrow Agent pursuant to the terms of the Escrow Agreement (the Escrow Funds); and
(y) to iGambit $75,000 as a good faith, non-refundable deposit (the Deposit) which shall be
credited against the Initial iGambit Payment due and owing from IGX NJ and Duffy upon
Rescission. The Escrow Agreement shall provide the release of the Escrowed Documents to IGX
NJ and Duffy, and the Escrow Funds to iGambit as payment of the Initial iGambit Payment,
upon written notice from any Party that the conditions for Rescission have been met pursuant to
the Rescission Agreement. Upon termination of the Rescission Agreement pursuant to Section 6
of the Rescission Agreement, the Escrowed Documents shall be returned to iGambit and be
deemed void and of no force or effect, and the Escrow Funds and Deposit shall be returned to
IGX NJ or Duffy.
Item 1.02 Termination of a Material Definitive Agreement
See discussions under Item 1.01 for information concerning termination of material agreements
entered into in connection with iGambits acquisition of IGXGLOBAL and related transactions.
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ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibits are filed as part of this Report:
10.47 This RESCISSION AGREEMENT dated as of April 8, 2013, is by and among IGX GLOBAL INC., a
New Jersey corporation, THOMAS DUFFY, IGXGLOBAL CORP., a Delaware corporation and
IGAMBIT INC., a Delaware corporation.
10.48 THIS ESCROW AGREEMENT made and entered into as of April 8, 2013 by and among IGX
GLOBAL INC., a New Jersey corporation, THOMAS DUFFY, IGXGLOBAL CORP., a Delaware
corporation, IGAMBIT INC., a Delaware corporation, and ROETZEL & ANDRESS, a legal
professional association.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 12, 2013
iGambit Inc.
By:
/s/ John Salerno
John Salerno
Chief Executive Officer
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