Clinigence Holdings, Inc. - FORM 8-K - EX-10.15 - CONVERTIBLE PROMISSORY NOTE APR 4, 2017

Attached files

file	filename
EX-10.14 - CONVERTIBLE PROMISSORY NOTE MAR 30, 2017 - Clinigence Holdings, Inc.	exhibit1014.htm
EX-10.13 - SECURITY PURCHASE AGREEMENT - Clinigence Holdings, Inc.	exhibit1013.htm
8-K - IGAMBIT 8-K MATERIAL DEFINITIVE AGREEMENT - Clinigence Holdings, Inc.	igambitform_8k0452017cds002.htm

NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF

(COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR

ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN

THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR

APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM

ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD,

TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

12% CONVERTIBLE PROMISSORY NOTE

MATURITY DATE OF APRIL 3, 2018 *THE “MATURITY DATE”

$125,000 APRIL 3, 2017 *THE “ISSUANCE DATE”

FOR VALUE RECEIVED, iGambit, Inc., a Delaware Corporation (the “Company”) doing business in Smithtown, NY, hereby promises to pay to the

order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the “Holder”), the principal amount of One Hundred and

Twenty Five Thousand Dollars ($125,000) (“Note”), on demand of the Holder at any time on or after April 3, 2018 (the “Maturity Date”), and

to pay interest on the unpaid principal balance hereof at the rate of Twelve Percent (12%) per annum (the “Interest Rate”) commencing on the date hereof

(the “Issuance Date”).

1. Payments of Principal and Interest.

a. Pre-Payment and Payment of Principal and Interest. The Company may pay this Note in full, together with any and all accrued and

unpaid interest, plus any applicable pre-payment premium set forth herein and subject to the terms of this Section 1.a, at any time on

or prior to the date which occurs 180 days after the Issuance Date hereof (the “Prepayment Date”). In the event the Note is not

prepaid in full on or before the Prepayment Date, it shall be deemed a “Pre-Payment Default. Until the One Hundred and Eightieth

(180th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 135%, in addition to

outstanding interest, without the Holder’s consent. After the 180th day up to the Maturity Date this Note shall have a cash

redemption premium of 145% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any,

which may only be paid by the Company upon Holder’s prior written consent. At any time on or after the Maturity Date, the

Company may repay the then outstanding principal plus accrued interest and Default Interest (defined below), if any, to the Holder.

b. Demand of Repayment. The principal and interest balance of this Note shall be paid to the Holder hereof on demand by the Holder

at any time on or after the Maturity Date. The Default Amount (defined herein), if applicable, shall be paid to Holder hereof on

demand by the Holder at any time such Default Amount becomes due and payable to Holder.

c. Interest. This Note shall bear interest (“Interest”) at the rate of Twelve Percent (12%) per annum from the Issuance Date

until the same is paid, or otherwise converted in accordance with Section 2 below, in full and the Holder, at the Holder’s sole

discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest shall commence accruing on the Issuance

Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall accrue daily and, after the

Maturity Date, compound quarterly. Upon an Event of Default, as defined in Section 10 below, the Interest Rate shall increase to

Eighteen Percent (18%) per annum for so long as the Event of Default is continuing (“Default Interest”).

d. General Payment Provisions. This Note shall be paid in lawful money of the United States of America by check or wire transfer to

such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of

this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as

defined below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest

payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into

account for purposes of determining the amount of interest due on such date. For purposes of this Note, “Business Day” shall mean

any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or required by law

or executive order to remain closed.

2. Conversion of Note. In accordance with the terms of subsection 2(b) below, the Conversion Amount (see Paragraph 2(a)(i)) of this Note shall be

convertible into shares of the Company’s common stock (the “Common Stock”) according to the terms and conditions set forth in this

Paragraph 2.

Certain Defined Terms. For purposes of this Note, the following terms shall have the following meanings:

i. “Conversion Amount” means the sum of (a) the principal amount of this Note to be converted with respect to which this

determination is being made, (b) Interest; and (c) Default Interest, if any, if so included at the Holder’s sole discretion.

ii. “Conversion Price” is a 50% discount to the lowest VWAP (Volume Weighted Average Price) during the previous twenty

(20) trading days to the date of Conversion.

iii. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an

unincorporated organization and a government or any department or agency thereof.

iv. “Shares” means the Shares of the Common Stock of the Company into which any balance on this Note may be converted

upon submission of a “Conversion Notice” to the Company substantially in the form attached hereto as Exhibit 1.

b. Holder’s Conversion Rights. The Holder shall be entitled to convert all of the outstanding and unpaid principal and accrued interest

of this Note into fully paid and non-assessable shares of Common Stock in accordance with the stated Conversion Price commencing

on the date that is 180 days from the date hereof, except that upon the occurrence of an Organic Change, as defined in Section 3

below, or an Event of Default, as defined in Section 10(a) below, the Note will become immediately convertible. The Holder shall not

be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which

would be in excess of the sum of the number of shares of Common Stock issuable upon the conversion of the Note with respect to which

the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its

affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of

the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the

Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited

to aggregate conversions of 4.99% (“Conversion Limitation 1”). The Holder shall have the authority to determine whether the restriction

contained in this Section 2(b) will limit any conversion hereunder, and accordingly, the Holder may waive the conversion limitation

described in this Section 2(b), in whole or in part, upon and effective after 61 days prior written notice to the Company to increase or

decrease such percentage to any other amount as determined by Holder in its sole discretion (“Conversion Limitation 2”).

Fractional Shares. The Company shall not issue any fraction of a share of Common Stock upon any conversion; if such issuance would

result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock

up to the nearest whole share except in the event that rounding up would violate the conversion limitation set forth in section 2(b)

above.

d. Conversion Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as

promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into unrestricted shares at

the Conversion Price.

Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:

i. Holder’s Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the

Conversion Notice by the Holder (the “Conversion Date”), the Holder shall transmit by email, facsimile or otherwise

deliver, for receipt on or prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully

executed notice of conversion in the form attached hereto as Exhibit 1 to the Company.

ii. Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as

practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via email,

facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the

Company will process such Conversion Notice in accordance with the terms herein. Within two (2) Business Days after

the date the Conversion Notice is delivered, the Company shall have issued and electronically transferred the shares to

the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it

shall, within two (2) Business Days after the date the Conversion Notice was delivered, have surrendered to an overnight

courier for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name

of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.

iii. Record Holder. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this

Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion

Date.

iv. Timely Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond within one

business day to Holder confirming the details of the Conversion, and provide within two business days the Shares

requested in the Conversion Notice.

v. Liquidated Damages for Delinquent Response. If the Company fails to deliver for whatever reason (including any neglect

or failure by, e.g., the Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion

Notice within three (3) business days of the Conversion Date, the Company shall be deemed in “Default of Conversion.”

Beginning on the fourth (4^th) business day after the date of the Conversion Notice, after the Company is deemed in

Default of Conversion, there shall accrue liquidated damages (the “Conversion Damages”) of $2,000 per day for each day

after the third business day until delivery of the Shares is made, and such penalty will be added to the Note being

converted (under the Company’s and Holder’s expectation and understanding that any penalty amounts will tack back to

the Issuance Date of the Note). The Parties agree that, at the time of drafting of this Note, the Holder’s damages as to the

delinquent response are incapable or difficult to estimate and that the liquidated damages called for is a reasonable

forecast of just compensation.

vi. Liquidated Damages for Inability to Issue Shares. If the Company fails to deliver Shares requested by a Conversion

Notice due to an exhaustion of authorized and issuable common stock such that the Company must increase the number

of shares of authorized Common Stock before the Shares requested may be issued to the Holder, the discount set forth in

the Conversion Price will be increased by 5 percentage points (i.e. from 40% to 45%) for the Conversion Notice in

question and all future Conversion Notices until the outstanding principal and interest of the Note is converted or paid in

full. These liquidated damages shall not render the penalties prescribed by Paragraph 2(e)(v) void, and shall be applied in

conjunction with Paragraph 2(e)(v) unless otherwise agreed to in writing by the Holder. The Parties agree that, at the time

of drafting of this Note, the Holder’s damages as to the inability to issue shares are incapable or difficult to estimate and

that the liquidated damages called for is a reasonable forecast of just compensation.

vii. Rescindment of Conversion Notice. If: (i) the Company fails to respond to Holder within one business day from the date

of delivery of a Conversion Notice confirming the details of the Conversion, (ii) the Company fails to provide the Shares

requested in the Conversion Notice within three business days from the date of the delivery of the Conversion Notice,

(iii) the Holder is unable to procure a legal opinion required to have the Shares issued unrestricted and/or deposited to sell

for any reason related to the Company's standing with the SEC or FINRA, or any action or inaction by the Company, (iv)

the Holder is unable to deposit the Shares requested in the Conversion Notice for any reason related to the Company's

standing with the SEC or FINRA, or any action or inaction by the Company, (v) if the Holder is informed that the

Company does not have the authorized and issuable Shares available to satisfy the Conversion, or (vi) if OTC Markets

changes the Company's designation to 'Limited Information' (Yield), 'No Information' (Stop Sign), 'Caveat Emptor' (Skull

and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign) on the day of or any day after the date

of the Conversion Notice, the Holder maintains the option and sole discretion to rescind the Conversion Notice

("Rescindment") by delivering a notice of rescindment to the Company in the same manner that a Conversion Notice is

required to be delivered to the Company pursuant to the terms of this Note.

viii. Transfer Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or expense to the Holder.

The Company shall pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution of this Note

and processing of any Notice of Conversion, including but not limited to the cost of obtaining a legal opinion with regard

to the Conversion. The Holder will deduct $3,000 from the principal payment of the Note solely to cover the cost of

obtaining any and all legal opinions required to obtain the Shares requested in any given Conversion Notice. These fees

do not make provision for or suffice to defray any legal fees incurred in collection or enforcement of the Note as

described in Paragraph 13.

ix. Conversion Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein, the Company’s

obligations to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff,

counterclaim, recoupment, or alleged breach by the Holder of any obligation to the Company.

3. Other Rights of Holder: Reorganization, Reclassification, Consolidation, Merger or Sale.

An y recapitalization, reorganization,

reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person or other transaction which is

effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities,

cash or other assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of

any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the

Person purchasing such assets or the successor resulting from such Organic Change (in each case, the “Acquiring Entity”) a written agreement

(in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity

evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to

the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory

to the Holder) to ensure that the Holder will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the

shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of the Note, such shares of stock, securities,

cash or other assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of

Common Stock which would have been acquirable and receivable upon the conversion of the Note as of the date of such Organic Change

(without taking into account any limitations or restrictions on the convertibility of the Note set forth in Section 2(b) or otherwise). All

provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

4. Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and

warrants to the Holder the following:

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing

under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now

conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so

qualify would have a material adverse effect on its business or properties.

b. Authorization. All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for

the authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of the

obligations of the Company reflected in the provisions of this Agreement, valid and enforceable obligations. The shares of capital

stock issuable upon conversion of the Note have been authorized or will be authorized prior to the issuance of such shares.

Fiduciary Obligations. The Company hereby represents that it intends to use the proceeds of the Note primarily for the operations of

its business and not for any personal, family, or household purpose. The Company hereby represents that its board of directors, in

the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the proceeds of

the Note provided for herein is appropriate for the Company after reasonable inquiry concerning its financial objectives and financial

situation.

d. Data Request Form. The Company hereby represents and warrants to Holder that all of the information furnished to Holder pursuant

to the data request form (“DRF”) dated March 16, 2017 is true and correct in all material respects as of the date hereof.

5. Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or

exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Note, or any rights or warrants or options to

purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common Stock Equivalents”) and the

aggregate of the price per share for which additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock

Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of

Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the

applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which additional

Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share

Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable

Conversion Price upon each such issuance or amendment shall be reduced to the lower of: (i) the Conversion Price; or (ii) a twenty-five percent

(25%) discount to the lowest Aggregate Per Common Share Price (whether or not such Common Stock Equivalents are actually then

exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm

contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No

adjustment of the applicable Conversion Price shall be made under this Section 6 upon the issuance of any Convertible Security which is

outstanding on the day immediately preceding the Issuance Date.

6. Reservation of Shares. The Company shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep available

out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Note, four times the

number of shares of Common Stock as shall at all times be sufficient to effect the conversion of all of the principal amount, plus Interest and

Default Interest, if any, of the Note then outstanding (“Share Reserve”), unless the Holder stipulates otherwise in the “Irrevocable Letter of

Instructions to the Transfer Agent.” So long as this Note is outstanding, upon written request of the Holder or via telephonic communication,

the Company’s Transfer Agent shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current

number of common shares authorized, the then-current number of unrestricted shares, and the then-current number of shares reserved for third

parties.

7. Voting Rights. The Holder of this Note shall have no voting rights as a note holder, except as required by law, however, upon the conversion of

any portion of this Note into Common Stock, Holder shall have the same voting rights as all other Common Stock holders with respect to such

shares of Common Stock then owned by Holder.

8. Reissuance of Note. In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount represented by

this Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder of the Note converted or

redeemed, a new note of like tenor representing the remaining principal amount of this Note which has not been so converted or redeemed and

which is in substantially the same form as this Note, as set forth above.

9. Default and Remedies.

Event of Default. For purposes of this Note, an “Event of Default” shall occur upon:

i. the Company’s default in the payment of the outstanding principal, Interest or Default Interest of this Note when due,

whether at Maturity, acceleration or otherwise;

ii. the occurrence of a Default of Conversion as set forth in Section 2(e)(v);

iii. the failure by the Company for ten (10) days after notice to it to comply with any material provision of this Note not

included in this Section 10(a);

iv. the Company’s breach of any covenants, warranties, or representations made by the Company herein;

v. any of the information in the DRF is false or misleading in any material respect;

vi. the default by the Company in any Other Agreement entered into by and between the Company and Holder, for purposes

hereof “Other Agreement” shall mean, collectively, all agreements and instruments between, among or by: (1) the

Company, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including without limitation,

promissory notes;

vii. the cessation of operations of the Company or a material subsidiary;

viii. the Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary case; (b) consents to

the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for

all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in

writing that it is generally unable to pay its debts as the same become due;

ix. court of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (a) is for relief against the

Company in an involuntary case; (b) appoints a Custodian of the Company or for all or substantially all of its property; or

thirty (30) days;

x. the Company files a Form 15 with the SEC;

xi. the Company’s failure to timely file all reports required to be filed by it with the Securities and Exchange Commission.

Only for the first 120 days after the issuance of the Note, the Company shall have sixty (60) calendar days to cure the

default;

xii. the Company’s failure to timely file all reports required to be filed by it with OTC Markets to remain a “Current

Information” designated company;

xiii. the Company’s Common Stock is reported as “No Inside” by OTC Markets at any time while any principal, Interest or

Default Interest under the Note remains outstanding;

xiv. the Company’s failure to maintain the required Share Reserve pursuant to the terms of the Irrevocable Letter of

Instructions to the Transfer Agent;

xv. the Company directs its transfer agent not to transfer, or delays, impairs, or hinders its transfer agent in transferring or

issuing (electronically or in certificated form) any certificate for Shares of Common Stock to be issued to the Holder

upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails 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 and stop transfer instructions) on any certificate for any Shares of Common Stock issued to the Holder upon

conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,

statement or threat that it does not intend to honor its obligations pursuant to a Conversion Notice submitted by the

Holder) and any such failure shall continue uncured for three (3) Business Days after the Conversion Notice has been

delivered to the Company by Holder;

xvi. the Company’s failure to remain current in its billing obligations with its transfer agent and such delinquency causes the

transfer agent to refuse to issue Shares to Holder pursuant to a Conversion Notice;

xvii. the Company effectuates a reverse split of its Common Stock and fails to provide twenty (20) days prior written notice to

Holder of its intention to do so; or

xviii. OTC Markets changes the Company's designation to 'No Information' (Stop Sign), 'Caveat Emptor' (Skull and

Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign).

xix. "Change of Control Transaction" means the occurrence after the date hereof of any of (a) an acquisition after the date

hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities

Exchange Act of 1934) of effective control (whether through legal or beneficial ownership of capital stock of the

Company, by contract or otherwise) of in excess of 40% of the voting securities of the Company, (b) the Company

merges into or consolidates with any other Person, as that term is defined in the Securities Act of 1933, as amended, or

any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of

the Company immediately prior to such transaction own less than 60% of the aggregate voting power of the Company or

the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another

Person and the stockholders of the Company immediately prior to such transaction own less than 60% of the aggregate

voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three

year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those

individuals who are members of the Board of Directors on the Issuance Date (or by those individuals who are serving as

members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority

of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of

an agreement to which the Company is a party or by which it is bound.

xx. Altering the conversion terms of any notes that are currently outstanding.

The Term “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The

term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

b. Remedies. If an Event of Default occurs, the Holder may in its sole discretion determine to request immediate repayment of all or

any portion of the Note that remains outstanding; at such time the Company will be required to pay the Holder the Default Amount

(defined herein) in cash. For purposes hereof, the “Default Amount” shall mean: the product of (A) the then outstanding principal

amount of the Note, plus accrued Interest and Default Interest, divided by (B) the Conversion Price as determined on the Issuance

Date, multiplied by (C) the highest price at which the Common Stock traded at any time between the Issuance Date and the date of

the Event of Default. If the Company fails to pay the Default Amount within five (5) Business Days of written notice that such

amount is due and payable, then Holder shall have the right at any time, so long as the Company remains in default (and so long and

to the extent there are a sufficient number of authorized but unissued shares), to require the Company, upon written notice, to

immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Company equal to the Default

Amount divided by the Conversion Price then in effect.

10. Vote to Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument in writing signed by the

Company and the Holder.

11. Lost or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this

Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably

acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a

new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a

Note if the Holder contemporaneously requests the Company to convert such remaining principal amount, plus accrued Interest and Default

Interest, if any, into Common Stock.

12. Payment of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement or is

collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note in any bankruptcy,

reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Note, then the Company shall pay to the

Holder all reasonable attorneys’ fees, costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.

13. Cancellation. After all principal, accrued Interest and Default Interest, if any, at any time owed on this Note has been paid in full or otherwise

converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be

reissued.

14. Waiver of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in

connection with the delivery, acceptance, performance, default or enforcement of this Note.

15. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the laws of the State of Texas, without giving effect to provisions thereof

regarding conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in Texas for

the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such

court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each

party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by

sending, through certified mail or overnight courier, a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY

RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE

HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION

CONTEMPLATED HEREBY.

16. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in

addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive

relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing

herein shall limit the Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. The

Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.

Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts

to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or

the performance thereof).

17. Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general provision

contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person

as the drafter hereof.

18. Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude further exercise thereof or of any

other right, power or privilege.

19. Partial Payment. In the event of partial payment by the Holder, the principal sum due to the Holder shall be prorated based on the consideration

actually paid by the Holder such that the Company is only required to repay the amount funded and the Company is not required to repay any

unfunded portion of this Note, with the exception of any OID contemplated herein.

20. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects

herein. None of the terms of this Agreement can be waived or modified, except by an express agreement signed by all Parties hereto.

21. Additional Representations and Warranties. The Company expressly acknowledges that the Holder, including but not limited to its officer,

directors, employees, agents, and affiliates, have not made any representation or warranty to it outside the terms of this Agreement. The

Company further acknowledges that there have been no representations or warranties about future financing or subsequent transactions between

the parties.

22. Notices. All notices and other communications given or made to the Company pursuant hereto shall be in writing (including facsimile or similar

electronic transmissions) and shall be deemed effectively given: (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as

deemed received by the close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail, return receipt

requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. All

communications shall be sent either by email, or fax, or to the email address or facsimile number set forth on the signature page hereto. The

physical address, email address, and phone number provided on the signature page hereto shall be considered valid pursuant to the above

stipulations; should the Company’s contact information change from that listed on the signature page, it is incumbent on the Company to inform

the Holder.

23. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded

from this Agreement and the rest of the Agreement shall be enforceable in accordance with its terms.

24. Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the

applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit

or forgive the Company from paying all or a portion of the principal, Interest or Default Interest on this Note.

25. Successors and Assigns. This Agreement shall be binding upon all successors and assigns hereto.

— SIGNATURE PAGE TO FOLLOW —

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.

COMPANY

Signature:

By:

___________________________________________________

Title:

___________________________________________________

Address: ___________________________________________________

___________________________________________________

Email:

___________________________________________________

Phone:

___________________________________________________

Facsimile: ___________________________________________________

JSJ Investments Inc.

Signature:

Sameer Hirji, President

JSJ Investments Inc.

10830 North Central Expressway, Suite 152

Dallas TX 75231

888-503-2599

Exhibit 1

Conversion Notice

Reference is made to the 12% Convertible Note issued by iGambit, Inc. (the "Note"), dated April 3, 2017 in the principal amount of $125,000 with 12%

interest. This note currently holds a principal balance of $125,000. The features of conversion stipulate a Conversion Price will be a 50% discount to the

lowest VWAP (Volume Weighted Average Price) during the previous twenty (20) trading days to the date of Conversion.

In accordance with and pursuant to the Note, the undersigned hereby elects to convert $______ of the principal/interest balance of the Note, indicated

below into shares of Common Stock (the "Common Stock"), of the Company, by tendering the Note specified as of the date specified below.

Date of Conversion: __________

Please confirm the following information:

Conversion Amount: $ ____________________

Conversion Price: $ ____________________ ( ____ % discount from $ ____________________)

Number of Common Stock to be issued: _____________________________________________________________________

Current Issued/Outstanding: _______________________________________________________________________________

If the Issuer is DWAC eligible, please issue the Common Stock into which the Note is being converted in the name of the Holder of the Note and transfer

the shares electronically to:

[BROKER INFORMATION]

Holder Authorization:

JSJ Investments Inc.

10830 North Central Expressway, Suite 152 *Do not send certificates to this address

Dallas, TX 75231

888-503-2599

Tax ID: 20-2122354

Sameer Hirji, President

[DATE]

[CONTINUED ON NEXT PAGE]

PLEASE BE ADVISED, pursuant to Section 2(e)(ii) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the Company shall as

soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR

OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE

COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the date of the

Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should

the Company be unable to transfer the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation, have

surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for

the number of shares of Common Stock to which the Holder shall be entitled.”

Signature:

___________________________

John Salerno

CEO

iGambit, Inc.

Attached files

Clinigence Holdings, Inc. Reports

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