Clinigence Holdings, Inc. - FORM 8-K - EX-10.13 - SECURITY PURCHASE AGREEMENT

Attached files

file	filename
EX-10.15 - CONVERTIBLE PROMISSORY NOTE APR 4, 2017 - Clinigence Holdings, Inc.	exhibit1015.htm
EX-10.14 - CONVERTIBLE PROMISSORY NOTE MAR 30, 2017 - Clinigence Holdings, Inc.	exhibit1014.htm
8-K - IGAMBIT 8-K MATERIAL DEFINITIVE AGREEMENT - Clinigence Holdings, Inc.	igambitform_8k0452017cds002.htm

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 30, 2017, by and

between iGambit Inc., a Delaware corporation, with its address at 1050 W. Jericho Turnpike, Suite A,

Smithtown, NY 11787 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation,

with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in reliance upon

the exemption from securities registration afforded by the rules and regulations as promulgated by the

United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as

amended (the “1933 Act”); and

Buyer desires to purchase and the Company desires to issue and sell, upon the terms and

conditions set forth in this Agreement a convertible note of the Company, in the form attached hereto as

Exhibit A, in the aggregate principal amount of $75,000.00 (together with any note(s) issued in

replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the

terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the

Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth

in such Note.

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of Note.

Purchase of Note. On the Closing Date (as defined below), the Company

shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal

amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

Form of Payment. On the Closing Date (as defined below), (i) the Buyer

shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the

“Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the

Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the

Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and

(ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against

delivery of such Purchase Price.

Closing Date. Subject to the satisfaction (or written waiver) of the

conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale

of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time

on or about March 31, 2017, or such other mutually agreed upon time. The closing of the transactions

contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may

be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to

the Company that:

Investment Purpose. As of the date hereof, the Buyer is purchasing the

Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note

(such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and,

collectively with the Note, the “Securities”) for its own account and not with a present view towards the

public sale or distribution thereof, except pursuant to sales registered or exempted from registration

under the 1933 Act.

Accredited Investor Status. The Buyer is an “accredited investor” as that

term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

Reliance on Exemptions. The Buyer understands that the Securities are

being offered and sold to it in reliance upon specific exemptions from the registration requirements of

United States federal and state securities laws and that the Company is relying upon the truth and

accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements,

acknowledgments and understandings of the Buyer set forth herein in order to determine the availability

of such exemptions and the eligibility of the Buyer to acquire the Securities.

Information. The Company has not disclosed to the Buyer any material

nonpublic information and will not disclose such information unless such information is disclosed to the

public prior to or promptly following such disclosure to the Buyer.

Legends. The Buyer understands that the Note and, until such time as

the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable

exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the

following form:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

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

"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY

NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE

TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT

THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE

STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES

RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH

SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY

ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES

MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE

TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

The legend set forth above shall be removed and the Company shall issue a certificate without

such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by

applicable state securities laws, (a) such Security is registered for sale under an effective registration

statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration

without any restriction as to the number of securities as of a particular date that can then be immediately

sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope

customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer

of such Security may be made without registration under the 1933 Act, which opinion shall be accepted

by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including

those represented by a certificate(s) from which the legend has been removed, in compliance with

applicable prospectus delivery requirements, if any. In the event that the Company does not accept the

opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an

exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default

pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly

authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this

Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its

terms.

Representations and Warranties of the Company. The Company represents and

warrants to the Buyer that:

Organization and Qualification. The Company and each of its Subsidiaries

(as defined below), if any, is a corporation duly organized, validly existing and in good standing under the

laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to

own, lease, use and operate its properties and to carry on its business as and where now owned, leased,

used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether

incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other

ownership interest.

Authorization; Enforcement. (i) The Company has all requisite corporate

power and authority to enter into and perform this Agreement, the Note and to consummate the

transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms

hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the

consummation by it of the transactions contemplated hereby and thereby (including without limitation,

the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable

upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and

no further consent or authorization of the Company, its Board of Directors, or its shareholders is required,

(iii) this Agreement has been duly executed and delivered by the Company by its authorized

representative, and such authorized representative is the true and official representative with authority

to sign this Agreement and the other documents executed in connection herewith and bind the Company

accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the

Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company

enforceable against the Company in accordance with its terms.

Capitalization. As of the date hereof, the authorized common stock of

the Company consists of 200,000,000 authorized shares of Common Stock, $0.001 par value per share, of

which 56,718,990 shares are issued and outstanding; and 7,867,133 shares are reserved for issuance upon

conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly

authorized, validly issued, fully paid and non-assessable. .

Issuance of Shares. The Conversion Shares are duly authorized and

reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be

validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with

respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of

shareholders of the Company and will not impose personal liability upon the holder thereof.

No Conflicts. The execution, delivery and performance of this

Agreement, the Note by the Company and the consummation by the Company of the transactions

contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance

of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate

of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or

constitute a default (or an event which with notice or lapse of time or both could become a default) under,

or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,

indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party,

or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and

state securities laws and regulations and regulations of any self-regulatory organizations to which the

Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any

property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts,

defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually

or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries,

if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities,

in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect”

means any material adverse effect on the business, operations, assets, financial condition or prospects of

the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or

by the agreements or instruments to be entered into in connection herewith.

SEC Documents; Financial Statements. The Company has filed all reports,

schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the

reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the

foregoing filed prior to the date hereof and all exhibits included therein and financial statements and

schedules thereto and documents (other than exhibits to such documents) incorporated by reference

therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the

Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such

exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the

amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act

and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and

none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of

a material fact or omitted to state a material fact required to be stated therein or necessary in order to

make the statements therein, in light of the circumstances under which they were made, not misleading.

None of the statements made in any such SEC Documents is, or has been, required to be amended or

updated under applicable law (except for such statements as have been amended or updated in

subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of

the amendments, the financial statements of the Company included in the SEC Documents complied as

to form in all material respects with applicable accounting requirements and the published rules and

regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance

with United States generally accepted accounting principles, consistently applied, during the periods

involved and fairly present in all material respects the consolidated financial position of the Company and

its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and

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

audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

Absence of Certain Changes. Since September 30, 2016, except as set

forth in the SEC Documents, there has been no material adverse change and no material adverse

development in the assets, liabilities, business, properties, operations, financial condition, results of

operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Litigation. Except as set forth in the SEC Documents, there is

no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,

government agency, self-regulatory organization or body pending or, to the knowledge of the Company

or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their

officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company

and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the

foregoing.

No Integrated Offering. Neither the Company, nor any of its affiliates,

nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any

security or solicited any offers to buy any security under circumstances that would require registration

under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the

Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future)

for purposes of any shareholder approval provisions applicable to the Company or its securities.

No Brokers. The Company has taken no action which would give rise to

any claim by any person for brokerage commissions, transaction fees or similar payments relating to this

Agreement or the transactions contemplated hereby.

No Investment Company. The Company is not, and upon the issuance

and sale of the Securities as contemplated by this Agreement will not be an “investment company”

required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The

Company is not controlled by an Investment Company.

Breach of Representations and Warranties by the Company. If the

Company breaches any of the representations or warranties set forth in this Section 3, and in addition to

any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of

default under Section 3.4 of the Note.

COVENANTS.

Best Efforts. The Company shall use its best efforts to satisfy timely each

of the conditions described in Section 7 of this Agreement.

Form D; Blue Sky Laws. The Company agrees to timely make any filings

required by federal and state laws as a result of the closing of the transactions contemplated by this

Agreement.

Use of Proceeds. The Company shall use the proceeds for general

working capital purposes.

Expenses. At the Closing, the Company’s obligation with respect to the

transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,000.00 for

Buyer’s legal fees and due diligence fee.

Corporate Existence. So long as the Buyer beneficially owns any Note,

the Company shall maintain its corporate existence and shall not sell all or substantially all of the

Company’s assets, except with the prior written consent of the Buyer.

Breach of Covenants. If the Company breaches any of the covenants set

forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this

Agreement, it will be considered an event of default under Section 3.4 of the Note.

Failure to Comply with the 1934 Act. So long as the Buyer beneficially

owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the

Company shall continue to be subject to the reporting requirements of the 1934 Act.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to

its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the

Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon

conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent

Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall

provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent

Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the

provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined

in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of

the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold

pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified

in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the

Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its

transfer agent and that the Securities shall otherwise be freely transferable on the books and records of

the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer

agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or

issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the

Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this

Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays,

and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer

instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon

conversion of or otherwise pursuant to the Note as and when required by the Note and/or this

Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with

an opinion of counsel in form, substance and scope customary for opinions in comparable transactions,

to the effect that a public sale or transfer of such Securities may be made without registration under the

1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly

instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and

in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its

obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the

transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for

a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or

threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in

addition to all other available remedies, to an injunction restraining any breach and requiring immediate

transfer, without the necessity of showing economic loss and without any bond or other security being

required.

Conditions to the Company’s Obligation to Sell. The obligation of the Company

hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before

the Closing Date of each of the following conditions thereto, provided that these conditions are for the

Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed this Agreement and delivered the same to

the Company.

The Buyer shall have delivered the Purchase Price in accordance with

Section 1(b) above.

The representations and warranties of the Buyer shall be true and correct

in all material respects as of the date when made and as of the Closing Date as though made at that time

(except for representations and warranties that speak as of a specific date), and the Buyer shall have

performed, satisfied and complied in all material respects with the covenants, agreements and conditions

required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the

Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or

injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental

authority of competent jurisdiction or any self-regulatory organization having authority over the matters

contemplated hereby which prohibits the consummation of any of the transactions contemplated by this

Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer

hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date

of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and

may be waived by the Buyer at any time in its sole discretion:

The Company shall have executed this Agreement and delivered the

same to the Buyer.

The Company shall have delivered to the Buyer the duly executed Note

(in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

The Irrevocable Transfer Agent Instructions, in form and substance

satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s

Transfer Agent.

The representations and warranties of the Company shall be true and

correct in all material respects as of the date when made and as of the Closing Date as though made at

such time (except for representations and warranties that speak as of a specific date) and the Company

shall have performed, satisfied and complied in all material respects with the covenants, agreements and

conditions required by this Agreement to be performed, satisfied or complied with by the Company at or

prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief

executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such

other matters as may be reasonably requested by the Buyer including, but not limited to certificates with

respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

No litigation, statute, rule, regulation, executive order, decree, ruling or

injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental

authority of competent jurisdiction or any self-regulatory organization having authority over the matters

contemplated hereby which prohibits the consummation of any of the transactions contemplated by this

Agreement.

No event shall have occurred which could reasonably be expected to have

a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting

status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

The Conversion Shares shall have been authorized for quotation on an

exchange or electronic quotation system and trading in the Common Stock on such exchange or electronic

quotation system shall not have been suspended by the SEC or an exchange or electronic quotation

system.

The Buyer shall have received an officer’s certificate described in Section

3(d) above, dated as of the Closing Date.

Governing Law; Miscellaneous.

Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any

action brought by either party against the other concerning the transactions contemplated by this

Agreement shall be brought only in the state courts of New York or in the federal courts located in the

state and county of Nassau. The parties to this Agreement hereby irrevocably waive any objection to

jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack

of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury.

The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and

costs. In the event that any provision of this Agreement or any other agreement delivered in connection

herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall

be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable

under any law shall not affect the validity or enforceability of any other provision of any agreement. Each

party hereby irrevocably waives personal service of process and consents to process being served in any

suit, action or proceeding in connection with this Agreement, the Note or any related document or

agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to such party at the address in effect for notices to it under this 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 other manner permitted by

law.

Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original but all of which shall constitute one and the same

agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party.

Headings. The headings of this Agreement are for convenience of

reference only and shall not form part of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement is invalid

or unenforceable under any applicable statute or rule of law, then such provision shall be deemed

inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with

such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law

shall not affect the validity or enforceability of any other provision hereof.

Entire Agreement; Amendments. This Agreement and the instruments

referenced herein contain the entire understanding of the parties with respect to the matters covered

herein and therein and, except as specifically set forth herein or therein, neither the Company nor the

Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No

provision of this Agreement may be waived or amended other than by an instrument in writing signed by

the majority in interest of the Buyer.

Notices. All notices, demands, requests, consents, approvals, and other

communications required or permitted hereunder shall be in writing and, unless otherwise specified

herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv)

transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address

as such party shall have specified most recently by written notice. Any notice or other communication

required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery

by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address

or number designated below (if delivered on a business day during normal business hours where such

notice is to be received), or the first business day following such delivery (if delivered other than on a

business day during normal business hours where such notice is to be received) or (b) on the second

business day following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such

communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which

copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY

11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall

provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon and inure

to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall

assign this Agreement or any rights or obligations hereunder without the prior written consent of the

other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that

purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is

defined under the 1934 Act, without the consent of the Company.

Survival. The representations and warranties of the Company and the

agreements and covenants set forth in this Agreement shall survive the closing hereunder

notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company

agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents

for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any

of its representations, warranties and covenants set forth in this Agreement or any of its covenants and

obligations under this Agreement, including advancement of expenses as they are incurred.

Further Assurances. Each party shall do and perform, or cause to be done

and performed, all such further acts and things, and shall execute and deliver all such other agreements,

certificates, instruments and documents, as the other party may reasonably request in order to carry out

the intent and accomplish the purposes of this Agreement and the consummation of the transactions

contemplated hereby.

No Strict Construction. The language used in this Agreement will be

deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict

construction will be applied against any party.

Remedies. The Company acknowledges that a breach by it of its

obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the

transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a

breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or

threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled,

in addition to all other available remedies at law or in equity, and in addition to the penalties assessable

herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and

to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss

and without any bond or other security being required.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to

be duly executed as of the date first above written.

iGambit Inc.

By:________________________________

John Salerno

Chief Executive Officer

POWER UP LENDING GROUP LTD.

By: ____________________________________

Name: Curt Kramer

Title: Chief Executive Officer

111 Great Neck Road, Suite 216

Great Neck, NY 11021

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:

$75,000.00

Aggregate Purchase Price:

$75,000.00

Clinigence Holdings, Inc. - FORM 8-K - EX-10.13 - SECURITY PURCHASE AGREEMENT - April 5, 2017

Attached files

Clinigence Holdings, Inc. Reports