Clinigence Holdings, Inc. - FORM 8-K - EX-10.1 - SUBSCRIPTION AGREEMENT

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8-K - SALE OF STOCK - Clinigence Holdings, Inc.	igambitform_8kunregsaleofsec.htm

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement” or “Subscription Agreement”) dated

as of __________ __, 2017 between IGAMBIT INC., a Delaware corporation having its principal offices

at 1050 West Jericho Turnpike, Suite A, Smithtown, New York, 11787 (the “Company”) and the

SUBSCRIBER (“Subscriber”) whose name and address are set forth on the Signature Page to this

Agreement.

WHEREAS, on the terms and subject to the conditions hereinafter set forth, the Company is

offering (the “Offering”) for sale shares of its Common stock (the “Offered Shares”) $0.001 par value per share

(the “Common Stock”), on a “best efforts” basis with no prescribed minimum or maximum, Shares to a limited

number of individuals or entities who qualify as “accredited investors” as defined in Rule 501 of

Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the

“Securities Act”) (collectively, the “Investors”), at a price per share equal to $.05 per Share (the “Share

Price”). Shares

WHEREAS, Subscriber (who, together with all other subscribers to Shares in the Offering, are

collectively referred to as “Subscribers”) desires to acquire the aggregate number of Shares set forth on

the signature page hereof.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants

hereinafter set forth, the parties hereto do hereby agree as follows:

Section 1.

Subscription for Shares. On the terms and subject to the

conditions hereinafter set forth, Subscriber hereby subscribes for and agrees to purchase

from the Company, that number of Shares as is set forth on the signature page hereof, for

the purchase price indicated (the “Purchase Price”). The Purchase Price is payable by

check made payable to “iGambit Inc.” contemporaneously with the execution and

delivery of this Subscription Agreement to the Company or by wire transfer to the

following accounts:

RBK:

ABA:

BNF: iGambit Inc.

1050 W. Jericho Tpke, Suite A

Smithtown, NY 11787

A/C:

Attn: CFO

Ref:

Equity Sub [Subscribers Name]

Promptly following a closing at which all or part of Subscriber’s subscription is accepted, a

Debenture and certificates evidencing the Warrant will be delivered by the Company to Subscriber. The

Company may, at its sole discretion, accept subscriptions for fractional Shares.

Section 2.

Representations, Warranties and Covenants of Subscriber. Subscriber

hereby represents, warrants and covenants to the Company that:

2.1

Subscriber recognizes that the purchase of the Securities involves a high degree

of risk in that (i) an investment in the Company is highly speculative and only investors who can afford

the loss of their entire investment should consider investing in the Securities; (iii) an investor may not be

able to readily liquidate its investment; (iv) transferability of the Securities is limited; and (v) Subscriber

could sustain the loss of its entire investment.

2.2

Subscriber is an “accredited investor” as such term is defined in Rule 501(a) of

Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and

Subscriber is able to bear the economic risk of an investment in the Securities. In addition, Subscriber has

such knowledge and experience in business and financial matters, including prior investments in

non-listed and non-registered securities, as is necessary in order to evaluate the merits and risks of its

investment in the Shares.

2.3

Subscriber has been afforded the opportunity to ask questions of and receive

answers from management of the Company concerning the terms and conditions of the Offering and to

obtain such additional information as Subscriber deemed necessary in order to evaluate its investment in

the Shares.

2.4

Subscriber understands that its purchase of the Securities may have tax

consequences and that Subscriber must retain its own professional advisors to evaluate the tax and other

consequences of an investment in the Securities. Subscriber has independently evaluated the merits of its

decision to purchase Shares, and Subscriber confirms that it has been afforded the opportunity to consult

with Subscriber’s business, tax and/or legal counsel in making such decision and has availed itself of that

opportunity to the extent deemed advisable by Subscriber.

2.5

Subscriber acknowledges that the Offering has not been reviewed, endorsed or

approved by the United States Securities and Exchange Commission (the “SEC”) and that the Shares are

being offered without registration under the Securities Act in reliance upon the exemption from

registration afforded by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated

thereunder, and without registration under any state securities laws. Subscriber understands that a legend

may be affixed to each certificate evidencing any of the Securities to the effect that the Securities have not

been registered under the Securities Act or any applicable state securities laws and setting forth or

referring to the restrictions on transferability and sale thereof.

2.6

Subscriber is purchasing the Shares for its own account for investment purposes

only and not with a view to or for sale in connection with, or for purposes of, any “distribution” thereof

within the meaning of Section 2(11) of the Securities Act.

2.7

Subscriber understands that the Company reserves the right to reject or limit any

subscription in its sole discretion and, subject to any minimum offering requirements, to hold one or more

closings of the Offering at any time. Subscriber further understands that the Company shall not have any

obligation to sell any Shares in any jurisdiction in which the sale of Shares would constitute a violation of

the securities, “blue sky” or other similar laws of such jurisdiction.

2.8

Subscriber’s address set forth on the signature page hereto is its principal

residence if Subscriber is an individual or its principal business address if Subscriber is a corporation or

other entity.

2.9

Subscriber is not subscribing for the Shares as a result of any advertisement,

article, notice or other communication published in any newspaper, magazine or similar media or

broadcast over television or radio, or presented at any seminar or general meeting.

2.10

Subscriber has all requisite legal and other power and authority to execute and

deliver this Subscription Agreement and to carry out and perform Subscriber’s obligations hereunder.

This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable

in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and

the relief of debtors and rules of law governing specific performance, injunctive relief or other general

principals of equity, whether such enforcement is considered in a proceeding in equity or law. The funds

provided for this investment are either separate property of Subscriber, community property over which

Subscriber has the right of control or are otherwise funds as to which Subscriber has the sole right of

management.

2.11

There are no actions, suits, proceedings or investigations pending against

Subscriber or Subscriber’s assets (nor, to Subscriber’s knowledge, is there any threat thereof) which

would impair Subscriber’s ability to enter into and fully perform Subscriber’s commitments and

obligations under this Subscription Agreement or the transactions contemplated hereby.

2.12

The execution, delivery and performance of this Subscription Agreement by

Subscriber will not result in any violation of, or conflict with, or constitute a default under, any of

Subscriber’s articles of incorporation or by-laws, if applicable, or any agreement to which Subscriber is a

party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or

charge against any of the assets or properties of Subscriber or on the Securities.

2.13

No consent from any other person is required in order for Subscriber to execute

this Agreement and perform its obligations hereunder, or such consent has been obtained and a copy has

been provided to the Company.

2.14

Subscriber has kept confidential the existence of the Offering.

2.15

Subscriber’s representations and warranties contained in this Subscription

Agreement and the Accredited Investor Prospective Participant Questionnaire accompanying this

Subscription Agreement do not contain any untrue statement of a material fact. Subscriber understands

that the Company is relying upon the truth and accuracy of the representations, warranties and agreements

of Subscriber set forth herein in making its determination that the Offering and sale of the Shares is

exempt from registration under the Securities Act and state securities laws.

Section 3.

Representations and Warranties of the Company. The Company represents

and warrants to Subscriber that:

3.1

The Company is a corporation duly organized, existing and in good standing

under the laws of the State of Delaware and has the power and authority to conduct the business which it

conducts and proposes to conduct.

3.2

The Company’s execution, delivery and performance of this Agreement, the

Debentures, Warrants and any other agreements executed and delivered by the Company pursuant to this

Agreement or in connection herewith (collectively “Transaction Documents”) have been duly

authorized, executed and delivered by the Company and are valid and binding agreements enforceable in

accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and

to general principles of equity. The Company has full corporate power and authority necessary to enter

into and deliver the Transaction Documents and to perform its obligations thereunder.

3.3

No consent, approval, authorization or order of any court, governmental agency

or body or arbitrator having jurisdiction over the Company, or any other person is required for the

execution by the Company of the Transaction Documents and compliance and performance by the

Company of its obligations under the Transaction Documents, including, without limitation, the issuance

and sale of the Securities.

3.4

Assuming the representations and warranties of Subscriber in this Agreement are

true and correct, neither the issuance and sale of the Securities nor the performance of the Company’s

obligations under this Agreement and the other Transaction Documents will:

(i)

violate, conflict with, result in a breach of, or constitute a default (or an event

which with the giving of notice or the lapse of time or both would be reasonably likely to

constitute a default in any material respect) of a material nature under (A) the certificate of

incorporation, charter or bylaws of the Company, (B) to the Company's knowledge, any decree,

judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any

court, governmental agency or body, or arbitrator having jurisdiction over the Company or over

the properties or assets of the Company or any of its Affiliates, or (C) the terms of any bond,

debenture, Debenture or any other evidence of indebtedness, or any agreement, stock option or

other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the

Company is a party, by which the Company is bound, or to which any of the properties of the

Company is subject; except the violation, conflict, breach, or default of which would not

reasonably be expected to have a Material Adverse Effect; or

(ii)

result in the creation or imposition of any lien, charge or encumbrance upon the

Securities or any of the assets of the Company.

3.5

The Securities have been duly authorized and, when issued in accordance with

the term of this Agreement and upon payment of the agreed upon consideration therefore:

(i)

will be, free and clear of any security interests, liens, claims or other

encumbrances, subject to restrictions upon transfer under the Securities Act and any applicable

state securities laws;

(ii)

will not have been issued or sold in violation of any preemptive or other similar

rights of the holders of any securities of the Company; and

(iii)

assuming the representations and warranties of the Subscriber pursuant to Section

2 hereof are true and correct, will not result in a violation of Section 5 under the Securities Act.

The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable

pursuant to the Debentures and Warrants in order to issue the Notes Shares and Warrant Shares.

3.6

The Company has not engaged in any form of general solicitation or general

advertising (within the meaning of Regulation D under the Securities Act) or directed selling efforts

(within the meaning of Regulation S under the Securities Act) in connection with the offer or sale of the

Securities.

3.7

The Company files annual, quarterly and current reports pursuant to the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed all reports required to

be filed by it under the Exchange Act. As of their respective dates, such reports complied in all material

respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated

thereunder except to the extent that the Company filed amendments to such reports in which event, the

SEC Reports, as amended (the “SEC Reports”), complied in all material respects with the requirements

of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial

statements of the Company included in the SEC Reports comply in all material respects with applicable

accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the

time of filing. Such financial statements have been prepared in accordance with GAAP applied on a

consistent basis during the periods involved, except as may be otherwise specified in such financial

statements or the Debentures thereto, and fairly present in all material respects the financial position of

the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations

and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-

end audit adjustments. The SEC Reports do not misrepresent a material fact, omit to state a material fact

or omit to state any fact necessary to make the statements therein, under the light in which they were

made, not misleading.

3.8

Additional Representations.

(a)

Litigation. There is no action, suit or legal proceeding (“Action”) which

adversely affects or challenges the legality, validity or enforceability of any of the Transaction

Documents or the Shares. The SEC has not issued any stop order or other order suspending the

effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange

Act or the Securities Act.

(b)

Certain Fees. No brokerage or finder’s fees or commissions are or will be

payable by the Company to any broker, financial advisor or consultant, finder, placement agent,

investment banker, bank or other person with respect to the transactions contemplated by this Agreement

except the Company reserves the right to pay finder’s fees up to 10% to the extent permitted by law. The

Investors shall have no obligation with respect to any fees or with respect to any claims (other than such

fees or commissions owed by an Investor pursuant to written agreements executed by such Investor which

fees or commissions shall be the sole responsibility of such Investor) made by or on behalf of other

persons for fees of a type contemplated in this Section that may be due in connection with the transactions

contemplated by this Agreement.

(c)

Investment Company. The Company is not, and is not an Affiliate of, and

immediately following the Closing will not have become, an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

(d)

No Additional Agreements. The Company does not have any agreement or

understanding with any Investor with respect to the transactions contemplated by the Transaction

Documents other than as specified in the Transaction Documents.

(e)

Foreign Corrupt Practices Act. Neither the Company nor any Subsidiary, nor to

the knowledge of the Company, any agent or other person acting on behalf of any of the Company or any

Subsidiary, has, directly or indirectly, (i) used any funds, or will use any proceeds from the sale of the

Shares, for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or

domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or

employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to

disclose fully any contribution made by the Company or any Subsidiary (or made by any Person acting on

their behalf of which the Company is aware) which is in violation of law, or (iv) has violated in any

material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules

and regulations thereunder.

(f)

Money Laundering Laws. The operations of each of the Company and any

Subsidiary are and have been conducted at all times in compliance with the money laundering statutes of

applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the

“Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental

agency, authority or body or any arbitrator involving the Company and/or any Subsidiary with respect to

the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

Section 4.

Additional Agreements.

4.1

Integration. The Company shall not, and shall use its best efforts to ensure that

no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in

respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the

offer or sale of the Shares in a manner that would require the registration under the Securities Act of the

sale of the Shares in the Offering, or that would be integrated with the offer or sale of the Shares for

purposes of the rules and regulations of any Trading Market in a manner that would require stockholder

approval of the sale of the securities to the Investors.

4.2

Indemnification of Subscriber. In addition to the indemnity provided herein, the

Company will indemnify and hold Subscriber and its directors, officers, shareholders, partners, employees

and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims,

contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court

costs and reasonable attorneys’ fees (collectively, “Losses”) that any such Investor Party may suffer or

incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation,

warranty, covenant or agreement made by the Company in any Transaction Document. In addition to the

indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and

other expenses incurred in connection therewith, as such expenses are incurred. Except as otherwise set

forth herein, the mechanics and procedures with respect to the rights and obligations under this Section

shall be the same as those set forth above.

Section 5.

Miscellaneous.

5.1

Any notice or other communication required, permitted or provided for

hereunder (each, a “Notice”) shall be effective as between the parties only if given in writing and sent by

(a) personal delivery, (b) registered or certified mail (return receipt requested); or (c) recognized express

delivery service, to the Company at 1050 West Jericho Turnpike, Suite A, Smithtown, New York 11787,

and to the Subscriber at his address indicated on the signature page of this Subscription Agreement.

Notice shall be deemed to have been duly given and received (i) if personally delivered, on the date of

such delivery, (ii) if mailed, on the date set forth on the return receipt, or (iii) if delivered by express

delivery, on the date of such delivery (as evidenced by the receipt provided to the express delivery

service). If Notice cannot be delivered because of a changed address of which no Notice was given, or

the refusal to accept delivery, the Notice shall be deemed received on the date it is sent (as evidenced by

the affidavit of the sender).

5.2

This Subscription Agreement shall be binding upon and inure to the benefit of

the parties hereto and to their respective heirs, legal representatives, successors and assigns. This

Subscription Agreement sets forth the entire agreement and understanding between the parties as to the

subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of

any and every nature among them.

5.3

Notwithstanding the place where this Subscription Agreement may be executed

by any of the parties hereto, the Company and Subscriber hereby: (a) agree that all questions concerning

the construction, validity, enforcement and interpretation of this Subscription Agreement shall be

governed by and construed and enforced in accordance with the internal laws of the State of New York,

without regard to the principles of conflicts of law thereof, and (b) all legal proceedings concerning the

interpretation, enforcement and defense of this Subscription Agreement shall be commenced in the Courts

of the State of New York or the courts of the United States of America, in each case located in the City of

New York, and appellate courts from any thereof (the “Courts”), (c) irrevocably submit to the exclusive

jurisdiction of the Courts for the adjudication of any dispute hereunder (including with respect to the

enforcement of this Subscription Agreement); (d) irrevocably waive and agree not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of any of such Courts,

or that such suit, action or proceeding is improper; (e) irrevocably waive personal service of process and

consents to process being served in any such suit, action or proceeding by mailing a copy thereof via

registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in

effect for notices to it under this Subscription Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof (nothing contained herein shall be deemed to

limit in any way any right to serve process in any manner permitted by law); and (f) irrevocably waive, to

the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding

arising out of or relating to this Subscription Agreement or the transactions contemplated hereby.

5.4

This Subscription Agreement may be executed in counterparts, and may be

executed by facsimile or electronic signature with the same force and effect as if executed by original

signature. Upon the execution and delivery of this Subscription Agreement by the Subscriber, this

Subscription Agreement shall become a binding obligation of the Subscriber with respect to the purchase

of Shares as herein provided.

5.5

If any provision of this Subscription Agreement is declared by a court of

competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Subscription

Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it

shall nevertheless remain applicable to all other persons and circumstances.

5.6

No term or provision contained herein may be modified, amended or waived

except by written agreement or consent signed by the party or parties to be bound thereby. It is agreed

that a waiver by either party of a breach of any provision of this Subscription Agreement shall not

operate, or be construed, as a waiver of any subsequent breach by that same party.

5.7

The parties agree to execute and deliver all such further documents, agreements

and instruments and take such other and further action as may be necessary or appropriate to carry out the

purposes and intent of this Subscription Agreement.

5.8

The obligations of each Investor under any Transaction Document are several

and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way

for the performance of the obligations of any other Investor under any Transaction Document. The

decision of each Investor to purchase Shares pursuant to the Transaction Documents has been made by

such Investor independently of any other Investor. Nothing contained herein or in any Transaction

Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the

Investors as a partnership, an association, a joint venture or any other kind of entity, or create a

presumption that the Investors are in any way acting in concert or as a group with respect to such

obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges

that no other Investor has acted as agent for such Investor in connection with making its investment

hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its

investment in the Shares or enforcing its rights under the Transaction Documents. Each Investor shall be

entitled to independently protect and enforce its rights, including without limitation the rights arising out

of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other

Investor to be joined as an additional party in any proceeding for such purpose. The Company

acknowledges that each of the Investors has been provided with the same Transaction Documents for the

purpose of closing a transaction with multiple Investors and not because it was required or requested to do

so by any Investor. If Subscriber is a corporation, limited liability company, partnership, trust or two or

more individuals purchasing jointly, Subscriber shall follow the specific instructions for the Certificate of

Corporate, Limited Liability Company, Partnership, Trust and Joint Purchases at Page hereof.

5.9.

Subscriber acknowledges that the subscription made hereby is not binding upon

the Company until the Company accepts it. The Company has the right to accept or reject this

subscription in whole or in part in its sole and absolute discretion. If this subscription is rejected in

whole, the Company shall return the Purchase Price to Subscriber, without interest, and the Company and

Subscriber shall have no further obligation to each other by reason of this Subscription Agreement or the

subscription made hereby. In the event of a partial rejection of this subscription, a proportionate amount

of the Purchase Price will be returned to Subscriber, without interest.

[Remainder of Page Intentionally Blank, Signature Page Follows]

SIGNATURE PAGE FOR INDIVIDUAL INVESTOR

IN WITNESS WHEREOF, this Subscription Agreement has been executed by Subscriber and by

the Company on the respective dates set forth below.

Signature

Signature (If Shares Purchased Jointly)

Name

Please Print

Address

Telephone #

Fax #

Email:

Social Security #

Date:

Number of Shares Subscribed For:

Purchase Price: __________________________ (at $______ per unit)

Form of joint ownership of Shares (if applicable):

o JTTEN

o JTWROS

o JTTIC

Exact Name in Which Securities are to be Registered: ________________________________________

Subscription Accepted:

IGAMBIT INC.

By:

Name:

Title:

Date:

SIGNATURE PAGE FOR PARTNERSHIP, CORPORATION,

LIMITED LIABILITY COMPANY OR TRUST

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set

forth below.

Name of partnership, corporation, limited liability

company or trust

By:

Federal Tax ID Number

Name:

Title:

State of Organization

Address:

Telephone:

Fax:

Email:

Date:

Number of Shares Subscribed For:

Purchase Price: __________________________ (at $______ per share)

Exact Name in Which Securities are to be Registered: ________________________________________

Subscription Accepted:

IGAMBIT INC.

By:

Name:

Title:

Date:

SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE, PARTNERSHIP, LIMITED

LIABILITY COMPANY, TRUST AND JOINT PURCHASERS

If Subscriber is a corporation, partnership, limited liability company, trust, or other entity or joint

purchaser, the following additional instructions must be followed. INFORMATION ADDITIONAL TO

THAT REQUESTED BELOW MAY ALSO BE REQUIRED BY THE COMPANY IN SOME CASES.

Certificate. Subscriber must date and sign the Certificate below, and, if requested by the

Company, Subscriber may also be required to provide a copy of (a) the corporation’s articles of

incorporation, bylaws and authorizing resolution, (b) the partnership agreement, (c) the limited liability

company’s certificate of formation or articles of organization, as applicable, and limited liability company

agreement, operating agreement or similar agreement governing the rights and obligations of the members

of the limited liability company, or (d) the trust agreement, as applicable.

Subscription Agreement.

(a)

Corporations. An authorized officer of the corporation must date, sign, and complete the

Subscription Agreement with information concerning the corporation. The officer should print the name

of the corporation above his signature, and print his name and office below his signature.

(b)

Partnerships. An authorized partner must date, sign, and complete the Subscription

Agreement with information concerning the partnership. The partner should print the name of the

partnership above his signature, and print his name and the words “general partner” below his signature.

(c)

Limited Liability Companies. An authorized member or manager must date, sign, and

complete the Subscription Agreement with information concerning the limited liability company. The

member or manager should print the name of the limited liability company above his signature, and print

his name and the word “member” or “manager” below his signature.

(d)

Trusts. In the case of a trust, the authorized trustee should date, sign, and complete the

Subscription Agreement with information concerning the trust. The trustee should print the name of the

trust above his signature, and print his name and the word “trustee” below his signature. In addition, an

authorized trustee should also provide information requested in the Subscription Agreement as it pertains

to him as an individual.

(e)

Joint Ownership. In all cases, each individual must date, sign, and complete the

Subscription Agreement. Joint investors must state if they are purchasing the Shares as joint tenants with

the right of survivorship, tenants in common, or community property, and each must execute the

Subscription Agreement signature page.

EX 10.1 Form of Subscription Agreement.doc

CERTIFICATE FOR CORPORATE, PARTNERSHIP,

LIMITED LIABILITY COMPANY, TRUST, AND JOINT SUBSCRIBERS

If Subscriber is a corporation, partnership, limited liability company, trust, joint purchaser, or other entity,

an authorized officer, partner, member, manager or trustee must complete, date and sign this Certificate.

CERTIFICATE

I hereby certify that:

Subscriber has been duly formed is validly and existing and has full power and authority to

purchase the Shares and make an investment in iGambit Inc.

The Subscription Agreement has been duly and validly authorized, executed, and

delivered by Subscriber and constitutes the valid, binding, and enforceable obligation of Subscriber.

Date:

Name of corporation, partnership, limited

liability

company, trust or joint purchases (please print)

Signature and title of authorized officer, partner,

member, manager, trustee, or joint purchaser

EX 10.1 Form of Subscription Agreement.doc

ACCREDITED INVESTOR PROSPECTIVE PARTICIPANT QUESTIONNAIRE

_______________________

**ALL INFORMATION WILL BE HELD IN STRICTEST CONFIDENCE**

INSTRUCTIONS TO THE PROSPECTIVE INVESTOR: This Questionnaire is being sent to each

prospective participant that has indicated an interest in purchasing Shares of iGambit Inc. (the

“Company”). The purpose of this Questionnaire is to assure the Company that each prospective

subscriber to its Shares (“Subscriber”) will meet the standards imposed by Regulation D, promulgated

under the Securities Act of 1933, as amended, the National Securities Markets Improvement Act of 1966,

similar exemptions provided by the applicable state securities laws and regulations promulgated there

under (the “Securities Laws”), since the Shares will not be registered. Each subscriber must complete the

following Questionnaire.

The information provided will be used to determine whether the prospective purchaser’s Subscription

Agreement to purchase Shares will be accepted by the Company in light of the requirements of Securities

Laws. In subscribing for Shares and furnishing the information requested in this Questionnaire, the

Subscriber understands that the Company will rely on the information provided herein for purposes of

such determinations. The Subscriber understands that a false representation may constitute a violation of

law and that any person who suffers damage as a result of a false representation may have a claim against

the Subscriber for damages.

The information provided herein by Subscribers will be kept confidential. However, by signing this

Questionnaire, the Subscriber agrees that the Company may present the completed document to such

parties as it deems appropriate if called upon to establish the availability under any Securities Laws.

In accordance with the foregoing, the following representations are hereby made and the following

information is furnished by the undersigned subscriber.

PART A. GENERAL INFORMATION

NAME(S) OF PROSPECTIVE SUBSCRIBER:

Social Security Number or Tax I.D. No.:

PART B. INVESTOR INFORMATION

1. If the prospective Participant is an individual:

(a)

Do you have an individual net worth, or joint net worth with your spouse

(exclusive of your principal residence) in excess of $1,000,000?

Yes _______ No _______

EX 10.1 Form of Subscription Agreement.doc

(b)

(i)

Did you have individual income in excess of $200,000 in each of the two

most recent years or joint income with your spouse in excess of $300,000 for

each of those years?

Yes _______ No _______

(ii)

Do you anticipate for this tax year having individual income in excess of

$200,000, or joint income with your spouse in excess of $300,000?

Yes _______ No _______

2. If the prospective Participant is a corporation, partnership, limited liability company, trust or

other entity:

(a)

Is the entity an accredited investor within the meaning of Regulation D of the

Securities Act?

Yes _______ No _______

(b)

Does the entity, by reason of its own, or of its management’s business or

financial experience, have the capacity to protect its own interests in connection

with an investment in the Shares?

Yes _______ No _______

(c)

Does the entity have substantial experience in evaluating and investing in private

placement transactions of securities in entities similar to the Company so that it is

capable of evaluating the merits and risks of its investment in the Shares?

Yes _______ No _______

3. Have you purchased the Shares for investment purposes and not with a view toward resale or

distribution, and will, prior to any sale or attempted sale of any of the Shares, comply with all

requirements of the state and federal securities acts?

Yes _______ No _______

4. Do you understand that Shares cannot be readily sold because there will be no public market for

them, that the Shares are not suitable for any investor unless he or she has available personal

liquid assets to provide for financial contingencies and that a condition to any sale would be the

registration of such interests or the availability of an exception to such registration requirements?

Yes _______ No _______

5. Is your principal investment objective to secure an economic profit, determined without regard to

any tax benefits which you may receive?

Yes _______ No _______

6. Do you understand that the Shares encompass substantial risks?

Yes _______ No _______

7. Do you acknowledge that no independent due diligence has been undertaken except for that

performed by yourself and your purchaser representative, if applicable?

Yes _______ No _______

8. Do you understand that no attorney-client relationship has arisen in connection with this offering

between any prospective Subscriber and counsel to the Company or between any prospective

Subscriber and counsel to any other Investor?

Yes _______ No _______

9. Do you plan to use a “Purchaser Representative” to assist you in analyzing this investment?

Yes _______ No _______

If “Yes”, please provide Purchaser Representative’s name and address:

If “No”, do you have such knowledge and experience in financial and

business matters that

you are capable of evaluating the merits and risks of this investment?

Yes _______ No _______

I REPRESENT THAT THE ABOVE INFORMATION IS CORRECT. I HEREBY

AUTHORIZE THE COMPANY TO VERIFY SUCH INFORMATION WITH MY

ATTORNEY, BANKER, ACCOUNTANT OR OTHER ADVISORS(S).

Date:

Subscriber’s Signature

Clinigence Holdings, Inc. - FORM 8-K - EX-10.1 - SUBSCRIPTION AGREEMENT - January 31, 2017

Attached files

Clinigence Holdings, Inc. Reports