iGambit, Inc. (Form: 8-K, Received: 04/06/2017 15:32:46)

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“ Agreement ”), dated as of April 5, 2017 is

by and between EncounterCare Solutions, Inc., a Delaware corporation (“ Seller ”), and

HelathDatix, Inc., a Florida for profit corporation (“ Purchaser ”) and IGAMBIT INC.

(“ iGambit ”), a Delaware corporation.

W I T N E S S E T H:

Seller is an Energy and Healthcare company that operates its business through

three divisions, the Energy Division, the Healthcare Technology Division and the Healthcare

Services Division. Its Healthcare Technology Division, through its CyberCare Health Network

platform provides a FDA approved health wearable watch sensor-to-server IoT connected

Telemedicine monitoring system (the “ CyberCare Health Network Business ”).

Purchaser is a wholly owned subsidiary of iGambit.

iGambit is a fully reporting publicly traded company.

The parties hereto wish to enter into this Agreement which sets forth the terms and

conditions upon which Purchaser agrees to purchase from the Seller and the Seller agrees to sell

to Purchaser, for the consideration stated herein, certain assets of Seller (other than to the extent

specifically set forth herein) free and clear of all liens, liabilities and encumbrances.

In consideration of the foregoing and of the covenants, agreements, conditions,

representations and warranties hereinafter contained, and intending to be legally bound hereby,

Purchaser, and the Seller hereby agree as follows:

DEFINITIONS.

Unless otherwise defined below in this Section 1, the various capitalized terms used in

this Agreement shall have the definitions ascribed to them herein. As used in this Agreement,

the following terms shall have the meanings specified in this Section 1:

“ Accounts Receivable ” means: (1) all trade accounts receivable and other rights to

payment from customers of the Seller and the full benefit of all security for such accounts or

rights to payment, including all trade accounts receivable representing amounts receivable in

respect of services rendered to customers of the Seller; (2) all other accounts or notes receivable

of the Seller and the full benefit of all security for such accounts or notes; and (3) any Claim,

remedy or other right related to any of the foregoing.

“ Assumed Liabilities ” means: (a) the total normal vendor and trade payables, capital

lease obligations, deferred liabilities, deferred revenue, and certain accrued expenses as set forth

on Schedule 2.2(a) , (b) all debt of Seller as set forth on Schedule 2.2(a), and (c) all Liabilities of

Seller accruing and to be performed, after the Closing Date, as set forth on Schedule 2.2(a) u nder

the executory portion of each of the Assigned Contracts and any other Assets (e.g. assigned

licenses and leases).

“ Assumed Contracts ” means all of the Contracts except for the Excluded Contracts.

“ Claim ” means an action, suit, proceeding, demand, claim or counterclaim or legal,

administrative or arbitral proceeding or investigation.

“ Contract ” means all agreements, whether oral or written and whether express or

implied (whether legally binding or not), including contracts, contract rights, promises,

commitments, undertakings, customer accounts, orders, leases, guarantees, warranties and

representations and franchises to which either the Seller is a party.

“ Copyrights ” means all copyrights (whether or not registered), moral rights, and all

registrations and applications for registration thereof, as well as rights to renew copyrights, in

each case that are licensed by Seller and/or otherwise used in the CyberCare Health Network

Business as currently operated.

“ Creditors ” means, those parties to which either Seller owes any one or more of the

liabilities included in the Assumed Liabilities Amount, as set forth on Schedule 2.2(a).

“ Excluded Assets ” means: (a) Excluded Contracts; (b) any of the Purchase Price (as

defined in Section 2.2(a)) ; (c) the minute books, seal and other records having to do with the

organization of Seller; (d) Seller’s or any of its affiliate’s rights under this Agreement and any

Transaction Document; (e) all Tax credits, and refunds pertaining to Taxes which are not

Assumed Liabilities hereunder, and all related Tax Returns and associated work papers; (f) all

Employee Benefit Plans (as defined in Section 3.18(a)) and assets held in trust or otherwise by or

for the benefit of any current or former employees of Seller under any Employee Plan; and (g) the

excluded assets set forth on Schedule 2.1(a).

“ Excluded Contracts ” means the Contracts not to be assigned by Seller pursuant to this

Agreement, as set forth on Schedule 3.22.

“ Governmental Authorities ” means all agencies, authorities, bodies, boards,

commissions, courts, instrumentalities, legislatures and offices of any nature whatsoever of any

government, quasi-governmental unit or political subdivision, whether foreign, federal, state,

county, district, municipality, city or otherwise (each, a “ Governmental Authority ”).

“ Intellectual Property ” means all (i) Patents, (ii) Know-how, (iii) Trademarks, (iv)

Copyrights, (v) Software Programs (including but not limited to “off-the-shelf” shrink-wrap and

click-wrap software programs), in each case that are licensed by Seller and/or otherwise used in

the CyberCare Health Network Business as currently operated, and (vi) all other intellectual

property rights and industrial property rights (of every kind and nature throughout the universe

and however designated), whether arising by operation of law, contract, license or otherwise, in

each case that are licensed by Seller and/or otherwise used in the CyberCare Health Network

Business as currently operated.

“ Intellectual Property Rights ” means, collectively, any and all known or hereafter known

tangible and intangible rights under patent, trademark, copyright and trade secret laws, and any

other intellectual property, industrial property and proprietary rights worldwide, of every kind

and nature throughout the universe, however designated, whether arising by operation of law,

contract, license or otherwise.

“ Know-how ” means any and all product specifications, processes, methods, product

designs, plans, trade secrets, ideas, concepts, inventions, manufacturing, engineering and other

manuals and drawings, physical and analytical, safety, quality control, technical information,

data, research records, all promotional literature, customer and supplier lists and similar data and

information, which, in each case, are licensed to or owned by Seller and/or otherwise used in the

CyberCare Health Network Business as currently operated; and any and all other confidential or

proprietary technical and business information which are licensed to or owned by Seller and/or

otherwise used in the CyberCare Health Network Business as currently operated.

“ Knowledge ” means, with respect to a given matter the actual knowledge of the Seller,

any officer thereof, or the knowledge that the Seller, any officer thereof, should possess in the

exercise of reasonable diligence and investigation with respect to the matter.

“ Liability ” means any direct or indirect indebtedness, liability, assessment, expense,

claim, loss, damage, deficiency, obligation or responsibility, known or unknown, disputed or

undisputed, joint or several, vested or unvested, executory or not, fixed or unfixed, choate or

inchoate, liquidated or unliquidated, secured or unsecured, determinable or undeterminable,

accrued or unaccrued, absolute or not, actual or potential, contingent or otherwise (including but

not limited to any liability under any guarantees, letters of credit, performance credits or with

respect to insurance loss accruals).

“ Material Adverse Effect ” means any material adverse change in or effect upon (a) the

financial condition, assets, liabilities, or operations of (x) the Seller taken as a whole, (y) the

CyberCare Health Network Business of the Seller and the Assets (taken as a whole), or (b) the

ability of the Seller to execute, deliver and perform this Agreement, provided that n one of the

following shall be deemed to constitute, and none of the following shall be taken into account in

determining whether there has been, a Material Adverse Effect: any adverse change, event,

development, or effect arising from or relating to (i) general business or economic conditions,

including such conditions which affect the CyberCare Health Network Business industry

generally (provided they do not have a materially disproportionate effect on the Seller, as a

whole), (ii) national or international political or social conditions, (iii) financial, banking, or

securities markets (including any disruption thereof and any decline in the price of any security or

any market index), (iv) changes in United States generally accepted accounting principles, or (v)

changes in law, rules, regulations, orders, or other binding directives issued by any governmental

authority, provided they do not have a materially disproportionate effect on the Seller.

“ Moral Rights ” means, collectively, rights to claim authorship of a work, to object to or

prevent any modification of a work, to withdraw from circulation or control the publication or

distribution of a work, and any similar rights, whether existing under judicial or statutory law of

any country or jurisdiction worldwide, or under any treaty or similar legal authority, regardless of

whether such right is called or generally referred to as a “moral right.”

“ Patents ” means all patents, patent disclosures and patent applications (including,

without limitation, all reissues, divisions, continuations, continuations-in-part, renewals, re-

examinations and extensions of the foregoing) owned by or licensed to Seller and/or otherwise

used in the CyberCare Health Network Business as currently operated.

“ Permitted Liens ” means (i) the Assumed Liabilities, and Liens associated therewith, and

(ii) with respect to Licensed Intellectual Property, the rights held by the applicable licensors

thereof.

“ Person ” means any individual, corporation, joint venture, partnership, limited

partnership, limited liability company, limited liability partnership, syndicate, trust, association,

entity or government or political subdivision, agency or instrumentality of a government.

“Software Programs” shall have the meaning set forth in Section 3.17(f).

“ Tangible Personal Property ” means all machinery, equipment, tools, furniture, fixtures

and equipment, computer hardware, supplies, materials, leasehold improvements, automobiles,

computing and telecommunications equipment and other items of tangible personal property, of

every kind owned or leased by the Seller and/or otherwise used in the CyberCare Health Network

Business (wherever located and whether or not carried on the books of the Seller), together with

any express or implied warranty by the manufacturers or sellers or lessors of any item or

component part thereof, and all maintenance records and other documents relating thereto.

“ Taxes ” means: (1) any and all taxes, fees, levies, duties, tariffs, imposts and other

charges of any kind, imposed by any Governmental Authority or taxing authority, including taxes

or other charges on, measured by, or with respect to income, franchise, windfall or other profits,

gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’

compensation, unemployment compensation or net worth; taxes or other charges in the nature of

excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration

and documentation fees; and customers’ duties, tariffs and similar charges; (2) any Liability for

the payment of any amounts of the type described in (1) as a result of being a member of an

affiliated, combined, consolidated or unitary group for any taxable period; (3) any Liability for

the payment of amounts of the type described in (1) or (2) as a result of being a transferee of, or a

successor in interest to, any Person or as a result of an express or implied obligation to indemnify

any Person; and (4) any and all interest, penalties, additions to tax and additional amounts

imposed in connection with or with respect to any amounts described in (1), (2) or (3).

“ Tax Return ” means any return, report, statement, form or other documentation

(including any additional or supporting material and any amendments or supplements) filed or

maintained, or required to be filed or maintained, with respect to or in connection with the

calculation, determination, assessment or collection of any Taxes.

“ Trademarks ” means (i) trademarks, service marks, trade names, trade dress, labels,

logos and all other names and slogans used exclusively with any products or embodying

associated goodwill of the CyberCare Health Network Business related to such products, whether

or not registered, and any applications or registrations therefor, and (ii) any associated goodwill

incident thereto; in each case owned by or licensed to Seller and/or otherwise used in the

CyberCare Health Network Business as currently operated.

“ Transferred Assets ” means all assets set forth on the bill of sale to be transferred by

Seller to Purchaser pursuant to Section 2.3(c)(1) and all of the Assumed Contracts.

PURCHASE AND SALE OF ASSETS.

2.1

Transferred Assets. On the terms and subject to the conditions set forth in this

Agreement, and in reliance upon the covenants, representations and warranties of the Seller at the

Closing (as defined in Section 2.3 h ereof), Seller shall sell, convey, assign, transfer and deliver to

Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and

to the transferred assets free and clear of any and all Liabilities, pledges, liens, obligations,

claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever

(collectively, “ Liens ”), other than Permitted Liens, all rights and properties of the Seller, of every

nature, kind and description whatsoever, tangible and intangible, wherever located and as they

exist on the date hereof, (collectively, the “ Transferred Assets ”). The Assets are more fully set

forth on Schedule 2.1 o f the disclosure schedules attached hereto and include (but are not limited

to) the following:

2.2. Purchase Price.

(a)

Purchase Price Payable. In reliance on the representations and warranties

of the Seller and the performance of the covenants and fulfillment of the conditions set forth in

this Agreement, Purchaser will, at the Closing, purchase the Assets from the Seller and in respect

thereof will, subject to the provisions of this Agreement, pay an aggregate purchase price

(“ Purchase Price ”) to Seller equal to the sum of the amounts set forth in (1) and (2) below.

(1)

Deliver 60,000,000 of iGambit Inc.’s Common voting shares to the

Seller, or Seller’s designees at Closing; and

(2)

Purchaser shall assume the “ Assumed Liabilities ”

(c)

[Intentionally Omitted]

(d)

Prepaid Items. Liabilities for prepaid items attributable to the Assets, such

as real estate taxes, personal property taxes, rent, fuel, telephone or other utility and service

charges, shall be prorated and allocated between the Seller and Purchaser as of the close of

business on the Closing Date, and the amount of such proration shall be a deduction or addition,

as the case may be, to the Purchase Price.

(e)

Allocation of Purchase Price. The Purchaser and the Seller hereby agree

upon an allocation of the Purchase Price of the Acquired Assets pursuant to Section 1060 of the

Code and the Income Tax Regulations as Exhibit 2.2(e). The Purchaser and the Seller hereby

agree to reflect such allocation on IRS Form 8594 (Asset Acquisition Statement) under Section

1060, including any required amendments or supplements thereto (“ Form 8594 ”), and shall

jointly prepare such Form 8594 for execution promptly after Closing. The parties hereto further

agree that (i) the agreed upon allocation of the Purchase Price shall be used in filing all required

forms under Section 1060 of the Code and all tax returns; and (ii) they will not take any position

inconsistent with such allocation upon any examination of any such tax return, in any refund

claim or in any tax litigation.

2.3

Closing .

(a)

Time and Place . Subject to the terms and conditions of this Agreement, the

sale and purchase of the Assets contemplated hereby (the “ Closing ”) shall take place at the

offices of iGambit Inc., 1050 W. Jericho Tpke., Suite A, Smithtown, New York, 11787, within

three (3) days of the satisfaction (or waiver, as applicable), of the conditions to Closing set forth

in Section 8 h ereof, or at such other time, date or place as the parties hereto may mutually agree

upon in writing hereof, or remotely by exchanging executed counterparts of this Agreement, and

the other agreements, instruments, certificates and other documents to be entered into, or

delivered, in connection herewith or therewith (collectively, the “ Transaction Documents ”), and

delivery of the Purchase Price. The time and date of the Closing are herein referred to as the

“ Closing Date ,” and the term “Closing Date” shall include the date on which the transactions

contemplated hereunder are consummated.

(b)

Deliveries by Purchaser to the Seller. At the Closing, Purchaser (or its

designee) shall deliver or cause to be delivered each of the following:

(i)

60,000,000 of iGambit Inc.’s Common Voting Shares in the name

of the Seller or Seller’s designee;

(ii)

A Certificate of the Secretary of Purchaser showing the signatures

of those officers of Purchaser, respectively, authorized to sign this Agreement, the Employment

Agreement, and all other Transaction Documents on behalf of Purchaser certifying that said

signatures are the signatures of said authorized officers;

(iv)

Good standing certificates of each, Purchaser and iGambit dated no

earlier than ten (10) calendar days prior to the Closing Date, certifying that each, Purchaser and

iGambit, are in good standing in the State of Delaware;

(v)

Resolutions of the shareholders (if necessary) and the directors of

iGambit and Purchaser, respectively, certified by the Secretary of iGambit and Purchaser,

respectively, as having been duly and validly adopted and as being in full force and effect on the

date hereof, authorizing the execution and delivery by Purchaser of this Agreement and other

Transaction Documents, and authorizing the performance by Purchaser of the transactions

contemplated hereby and thereby;

(vi)

A duly executed certificate of Purchaser and iGambit, described in

Section 8.1 h ereof;

(vii) Duly executed assumptions from Purchaser, assuming all of the

Assumed Liabilities; and

(viii) All other documents necessary or appropriate, in the reasonable

opinion of Seller, to effectuate the purchase and sale of the Assets at the Closing in accordance

with the provisions of this Agreement.

(c)

Deliveries by the Seller. At Closing, the Seller shall deliver or cause to be

delivered to the Purchaser (or its designee) each of the following:

(i)

An Assignment and Bill of Sale, in such form as mutually agreed

by the parties, executed by the Seller, selling, assigning, transferring and delivering to Purchaser

all of the Assets, free and clear of any and all Liens (other than Permitted Liens);

(ii)

A Certificate of the Secretary of Seller showing the signatures of

those officers of Seller, authorized to sign this Agreement on behalf of Seller and certifying that

said signatures are the signatures of said authorized officers;

(iii) A copy of the Articles of Incorporation and By-Laws of Seller,

together with all amendments and supplements thereto, certified by the Secretary of Seller as

being true and complete in all material respects;

(iv)

Good standing certificates of Seller dated no earlier than ten (10)

calendar days prior to the Closing Date, certifying respectively (i) that Seller is in good standing

in the State of Delaware and is qualified to do business in the State of Florida; (ii) that Seller is

qualified to do business in all of the other states in which Seller then does business;

(v)

Resolutions of the shareholders and the directors of Seller certified

by the Secretary of Seller as having been duly and validly adopted and as being in full force and

effect on the date hereof, authorizing the execution and delivery by Seller of this Agreement and

other Transaction Documents, and authorizing the performance by Seller of the transactions

contemplated hereby and thereby;

(vi)

A duly executed certificate of Seller described in Section 8.1

hereof;

(vii) Duly executed non-compete agreements from Seller, in a form

satisfactory to Purchaser, providing for a five (5) year non-compete term (collectively, the “ Non-

Competition Agreements ”);

(viii) Duly executed intellectual property assignments from each of the

employees, prior employees, consultants and prior consultants of Seller specified on Schedule

2.3(c)(ix) attached hereto in a form satisfactory to Purchaser (collectively, the “Intellectual

Property Assignments” )

(ix)

Duly executed assignments from Seller assigning all of Seller’s

rights in, to and under the Assigned Contracts to the Purchaser on such terms and conditions as

the Purchaser shall in the exercise of reasonable discretion determine (collectively, the “ Contract

Assignments ”);

(x)

Duly executed written consents from each of the parties to each of

the Assigned Contracts, to the extent such consent is required pursuant to the terms thereof,

consenting to the assignment of the Contracts to the Purchaser, in such form as Purchaser shall in

the exercise of reasonable discretion determine (collectively, the “ Consents”).

(xii) A duly executed assignment of Seller’s rights to the Seller’s

trademarks, a duly executed assignment of Seller’s rights to the Seller’s patents, and a duly

executed assignment of Seller’s rights to all of the third party software identified on Schedule

3..17(f) , in each case, in form and substance reasonably satisfactory to the Purchaser;

(xiii) All other documents necessary or appropriate, in the reasonable

opinion of Purchaser, to effectuate the purchase and sale of the Assets at the Closing, free and

clear of all Liens (other than Permitted Liens), in accordance with the provisions of this

Agreement; and

2.4

Further Assurances. In addition to the actions, documents and instruments

specifically required to be taken or delivered hereby, prior to and after the Closing and without

further consideration, each party shall execute, acknowledge and deliver such other assignments,

transfers, consents and other documents and instruments and take such other actions as any party

or its/his counsel may reasonably request to complete and perfect the transactions contemplated

by this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to Purchaser that the following representations

and warranties are true and correct in all material respects on the date hereof and will be true and

correct in all material respects on and as of the Closing Date:

3.1

Organization and Good Standing. Seller is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware and in all other states in

which Seller does business, is qualified to do business in the State of Florida and all other states

in which Seller does business and where the nature of its business or the nature and location of its

assets requires such qualification, except in those jurisdictions where the failure to qualify would

not have a Material Adverse Effect; and has full corporate power to execute, deliver and perform

its obligations under this Agreement.

3.2

Authority and Consents. The Seller has full power to enter into and to carry out

the terms of this Agreement. The Seller and its directors have taken all action, corporate and

otherwise, necessary to authorize the execution, delivery and performance of this Agreement, the

completion of the transactions contemplated hereby and the execution and delivery of any and all

instruments necessary or appropriate to effectuate fully the terms and conditions of this

Agreement. Except as set forth on Schedule 3.2, no consent or approval of any third party, court,

governmental agency, other public authority or third party with any actual or alleged interest in

the Seller’s business or the Assets is required as a condition to (a) the authorization, execution,

delivery and performance of this Agreement or any other instruments necessary to effectuate this

Agreement; or (b) the consummation by the Seller of the transactions contemplated herein. This

Agreement has been properly executed and delivered by the Seller and constitutes the valid and

legally binding obligation of the Seller and is enforceable against the Seller in accordance with

its terms, except to the extent enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in

general and subject to general principles of equity and the discretion of courts in granting

equitable remedies.

3.3

Rights of First Refusal; Right of First Negotiation, Etc. T here are no applicable

rights of first refusal, rights of first negotiation, rights of first offer or similar rights of any kind

that would require Seller to provide any third party with notice, an opportunity to discuss,

negotiate or to engage in any of the transactions contemplated hereby prior to consummating the

transactions contemplated hereby.

3.4

No Conflict. Neither the execution and delivery of this Agreement nor the

carrying out of the transactions contemplated hereby will result in (a) any violation, termination

or modification of, or conflict with, the articles of incorporation or By-Laws of Seller or any of

the contracts or other instruments to which either Seller is a party, or of any judgment, decree or

order applicable to Seller; or (b) the creation of any Lien on all or any portion of the Assets.

3.5

Broker’s and Finder’s Fees. No broker, finder, agent, representative or similar

intermediary has acted as a broker for or on behalf of the Seller in connection with this

Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar

intermediary is entitled to a brokerage commission, finder’s fee, advisory fee or other like

payment (each, a “ Broker’s Fee ”) in connection herewith, based on any agreement or

understanding with Seller or any action taken by Seller. Any such Broker’s Fee based on any

agreement or understanding with Seller or any action taken by Seller which may be due in

connection with the purchase and sale contemplated by this Agreement will be borne by the

Seller who entered into the agreement to pay.

3.6

Litigation and Compliance. Except as set forth on Schedule 3.6, there is no Claim

pending or, to the Seller’s Knowledge, threatened against the Assets of Seller. Seller is not

subject to any order of any court, regulatory commission, board or administrative body entered in

any proceeding to which Seller is a party or of which any of the foregoing has Knowledge.

Within the last 3 years, the Seller have complied with, in all material respects, and is currently in

compliance with, in all material respects, all laws, rules, regulations, orders, ordinances,

judgments and decrees of any governmental authority applicable to the Assets or the Seller’s

CyberCare Health Network Business.

3.7

Title and Condition of Assets. The Seller has good and marketable title to all of

the Assets, free and clear of all Liens (other than Permitted Liens). The Assets are in good

operating condition and repair, and constitute all of the assets necessary to the conduct of the

Seller and its CyberCare Health Network Business.

3.8

Accounts Receivable. All Accounts Receivable of the Seller reflected in the

balance sheet for the most recently ended period included in the Financial Statements (as defined

in Section 3.10) , and all Accounts Receivable that have arisen since the date of the latest balance

sheet of Seller included in the Financial Statements (except Accounts Receivable that have been

collected since such date) are, to the Seller’s Knowledge, valid and enforceable claims, and

constitute bona fide Accounts Receivable resulting from the provision of services in the ordinary

course of the Seller’s CyberCare Health Network Business. To the Seller’s Knowledge, the

Accounts Receivable are subject to no valid defense, offsets, returns, allowances or credits of any

kind, except as reserved against on the most recent balance sheet or those which are not material,

individually or in the aggregate, to Seller and arise in the ordinary course of the Seller’s

CyberCare Health Network Business; and, to Seller’s Knowledge, are fully collectible within

sixty (60) days from their due date. Except for the Accounts Receivable, advances to employees

in the ordinary course of business and prepayment of expenses incurred in the ordinary course of

business, the Seller has not made any loan or advance to any Person.

3.9

Financial and Full Information. The Seller has delivered to Purchaser unaudited

financial statements for Seller covering the periods from January 1, 201 until December 31,

2016 (the “ Financial Statements ”), copies of which are attached hereto as Exhibit 3.10. To

Seller’s Knowledge, the Financial Statements have been prepared in accordance with generally

accepted accounting principles (“ GAAP ”), are true, correct and complete in all material respects,

and accurately, in all material respects, reflect the financial position of the Seller for the periods

set forth therein.

3.10 Absence of Undisclosed Liabilities. As of the date hereof and as of the Closing

Date, other than (a) Assumed Liabilities, and (b) Liabilities incurred in connection with the

consummation of the transactions contemplated by this Agreement and other Transaction

Documents, the Seller do not have and shall not have any indebtedness or other Liability of any

kind whatsoever, absolute, or contingent, that is not either (i) specifically reflected on the

Financial Statements, (ii) specifically set forth in a schedule to this Agreement or (iii) otherwise

specifically disclosed in writing to Purchaser in this Agreement. In addition, other than (a)

Assumed Liabilities, and (b) Liabilities incurred in connection with the consummation of the

transactions contemplated by this Agreement and other Transaction Documents, all indebtedness

and/or other Liabilities whatsoever (including trade payables) of Seller are accurately reflected on

Schedule 2.2(a)(2), and Seller has no indebtedness and/or other Liabilities (including trade

payables) whatsoever other than as set forth on Schedule 2.2(a)(2), attached hereto.

3.11 Capitalization. Schedule 3.11 a ttached hereto accurately sets forth the authorized,

issued and outstanding shares of capital stock of Seller and the class, series and number of such

shares owned by each of Seller’s shareholders. All of the issued and outstanding shares of

capital stock of Seller has been duly authorized, are validly issued, fully paid and non-assessable,

are not subject to, nor were issued in violation of, any preemptive rights, and is owned of record

and beneficially by the parties set forth on Schedule 3.12. Except as may be set forth on the

Schedule 3.12, there are no outstanding or authorized options, warrants, rights, contracts, calls,

puts, rights to subscribe, conversion rights or other agreements or commitments to which Seller

is a party or which are binding upon Seller providing for the issuance, disposition or acquisition

of any of Seller’s capital stock or other equity or any rights or interests exercisable therefor.

There are no voting trusts, proxies or any other agreements or understandings with respect to the

voting of the securities of Seller. Except as set forth on Schedule 3.12, Seller is not subject to

any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire its capital

stock. The Seller’s Shareholders are the beneficial and record owners of all of the outstanding

shares of capital stock of the Seller, free and clear of all Liens.

3.12 Licenses and Permits . Schedule 3.12 o f the Disclosure Schedules sets forth a

complete list of all of the certificates, licenses, consents, permits or other approvals required of or

obtained by the Seller in connection with the operation of the CyberCare Health Network

Business, including all certificates of use and occupancy (collectively, the “ Licenses and

Permits ”). The Seller has provided the Purchaser with true and complete copies of all of the

Licenses and Permits. All of the Licenses and Permits are in full force and effect and the Seller

is not in violation in any material respect with respect to any of them. No proceedings are

pending or threatened by any applicable authority to revoke or limit the scope of any of the

Licenses and Permits. Other than those listed on Schedule 3.1, there are no Licenses or Permits

necessary for the conduct of the CyberCare Health Network Business as it is currently being

conducted. None of the Licenses and Permits would be rendered ineffective or be required to be

reissued as a result of the consummation of the transactions contemplated hereby.

3.13 Business Records. All business records of the Seller have been provided to

Purchaser for review, are complete and correct in all material respects, and fairly reflect the

operations of the CyberCare Health Network Business.

3.14 Insurance. Set forth on Schedule 3.14 i s a true and complete list and description

of all insurance in force on the date hereof with respect to the Assets and/or the CyberCare

Health Network Business of Seller together with a summary description of the hazards insured

against. To Seller’s Knowledge, such policies are in full force and effect with insurers and

copies thereof have been provided to Purchaser. There are no outstanding unpaid claims under

any such policy, and the Seller has no Knowledge of any notice of cancellation or non-renewal of

any such policy. To Seller’s Knowledge, there are and have been no inaccuracies in any

application for such policies, nor any failure to pay premiums thereon when due. The Seller has

not received any written notice from any of its insurance carriers that any of Seller’s insurance

premiums will be materially increased in the future or that any insurance coverage will not be

available to the Seller in the future on substantially the same terms as now in effect. No such

insurance policies call for any retrospective premium adjustments. All such insurance policies

are freely assignable by the Seller to Purchaser without the consent of any party.

3.15 Operation of the CyberCare Health Network Business. The Assets are sufficient

to operate the CyberCare Health Network Business in accordance with past practice in all

material respects. All of the Assets of Seller are in good condition and repair (subject to ordinary

wear and tear), and have been maintained in accordance with appropriate manufacturer’s

standards in all material respects.

3.16 Absence of Certain Changes. Since August 1, 2016, the business of Seller have

been conducted in the ordinary course, and there has not been any material adverse change, or

occurrence or state of circumstances which, individually or in the aggregate, could reasonably be

expected to result in a material adverse change, in the business, prospects, assets, condition

(financial or otherwise) or results of operations of Seller taken as a whole and there has been no

change in the Seller’s authorized or issued securities, grant of any securities, option or right to

purchase securities of Seller or issuance of any security/securities convertible into capital stock or

other securities of Seller.

3.17 Intellectual Property .

(a)

Schedule 3.17(a) c ontains a true and complete list of the Intellectual

Property, and includes details of all due dates for further filings, maintenance and other payments

or other actions falling due in respect of the Intellectual Property within twelve (12) months

following the Closing Date, and the current status of the corresponding registrations, filings,

applications and payments. All of the registrations and applications arising from or relating to

the Intellectual Property are and remain valid and subsisting, in good standing, with all fees,

payments and filings due as of the Closing Date duly made, and the due dates specified on

Schedule 3.17(a) are accurate and complete in all material respects. All of these registrations and

applications are enforceable. The Seller has delivered correct and complete copies of all of these

registrations and applications, and has made available for review correct and complete copies of

all other written documentation evidencing ownership of each of the foregoing. The Seller has

made all other registrations relating to the CyberCare Health Network Business that it is required

to have made and is in good standing with respect to such registrations with all fees due as of the

Closing duly made.

(b)

The Intellectual Property consists solely of items and rights that are: (1)

owned by the Seller; (2) in the public domain; or (3) rightfully used by either the Seller pursuant

to a valid license, sublicense, consent or other similar written agreement (the “ Licensed

Intellectual Property ” ). The parties and date of each such agreement regarding the Licensed

Intellectual Property are set forth on Schedule 3.17(b). To the Seller’s Knowledge, the Seller has

all rights in the Intellectual Property reasonably necessary and reasonably sufficient to carry out

the Seller’s current activities and proposed activities relating to the CyberCare Health Network

Business (and had all rights necessary to carry out its former activities at the time such activities

were being conducted), including and to the extent required to carry out such activities, rights to

make, use, reproduce, modify, adapt, create derivative works based on, translate, distribute

(directly and indirectly), transmit, display and perform publicly, license, rent and lease and, as

applicable, assign and sell, the Intellectual Property. The Seller has delivered correct and

complete copies of all material license agreements to the Purchaser, and, as applicable, has made

available for review correct and complete copies of all other written documentation evidencing

that the Seller has rights in each of the foregoing.

(c)

To Seller’s Knowledge, Seller has not infringed upon or misappropriated

any Intellectual Property Rights or personal right of any person anywhere in the world. Except as

outlined in Schedule 3.17(c ), no Claims or written notice (1) challenging the validity,

effectiveness or ownership by the Seller of any of the Intellectual Property, or (2) to the effect

that the use, distribution, licensing, sublicensing, sale or any other exercise of rights in any

product, service, work, technology or process as now used or offered or proposed for use,

licensing, sublicensing, sale or other manner of commercial exploitation by the Seller infringes or

will infringe on any Intellectual Property Rights or personal right of any Person have been

asserted or, to Seller’s Knowledge, are threatened by any Person. To Seller’s Knowledge, there

is and has been no unauthorized use, infringement or misappropriation of any Intellectual

Property by any third party, employee or former employee.

(d)

All personnel (including employees, agents, consultants and contractors),

who have contributed to or participated in the conception and/or development of the Intellectual

Property on behalf of the Seller have executed nondisclosure agreements in the form set forth on

Schedule 3.17(d) and either (1) have been a party to a “work-for-hire” and/or other arrangement

or agreements with the Seller in accordance with applicable international, national, state and

local Law that has accorded the Seller full, effective, exclusive and original ownership of all

tangible and intangible property and Intellectual Property Rights thereby arising or relating

thereto, or (2) have executed appropriate instruments of assignment in favor of the Seller as

assignee that have conveyed to the Seller effective and exclusive ownership of all tangible and

intangible property and intellectual property rights thereby arising and related thereto. Prior to

the date hereof, the Seller has provided copies of all such written agreements or provided a

summary of the terms of any such oral agreements to Purchaser.

(e) The Seller is not, nor as a result of the execution or delivery of this Agreement, or

performance of the Seller’s obligations hereunder, will the Seller be, in violation of any license,

sublicense, agreement or instrument relating to the Intellectual Property to which the Seller is a

party or otherwise bound, nor will execution or delivery of this Agreement, or performance of the

Seller’s obligations hereunder, cause the diminution, termination or forfeiture of any Intellectual

Property or any rights therein or thereto.

(f)

Schedule 3.17(a) c ontains a true and complete list of all of the Seller’s

computer software programs, products and services included in the Intellectual Property,

including all program code, databases and documentation, without regard to form of media or

storage (collectively, the “ Software Programs ”). Except with respect to third party software or

technology licensed by the Seller (to which the Seller holds appropriate and valid licenses

providing the Seller with the rights necessary to conduct the CyberCare Health Network Business

as presently conducted or as anticipated to be conducted), the Seller owns full and unencumbered

right and good, valid and marketable title to such Software Programs free and clear of all Liens.

(g)

The source code and system documentation relating to the Software

Programs (1) have at all times been maintained in strict confidence; (2) have been disclosed by

the Seller only to employees who have a “need to know” the contents thereof in connection with

the performance of their duties to the Seller and who have executed the nondisclosure

agreements referred to in Section 3.17(d); and (3) have not been disclosed to any third party,

except those third parties set forth on Schedule 3.17(d) w ho have executed restrictive license and

nondisclosure agreements and/or source code escrow agreements with the Seller. Schedule

3.17(g) identifies all agreements pursuant to which source code to the Software Programs has

been escrowed with any third party. The Seller has provided true and complete copies of all such

escrow agreements and such other license and nondisclosure agreements as are identified above,

and as applicable, has made available for review correct and complete copies of all other written

documentation evidencing agreements to release of any source code of the Software Programs to

any third party.

(h)

Except as set forth on Schedule 3.17(h), the Software Programs do not

contain any open source program code, modules, utilities or libraries that are covered by open

source licenses that require as a condition of use, modification or redistribution of such Software

Program and/or other software programs combined or distributed with any such Software

Program that it be (1) disclosed or distributed in source code form, (2) licensed for the purpose of

making derivative works, or (3) redistributable at no charge subject to the open source license

applicable to such open source program code, modules, utilities or libraries (collectively, “ Open

Source Code ”). All Software Programs will be scanned for Open Source Code prior to Closing.

If Purchaser determines that any Software Program includes any Open Source Code, this will

need to be remedied to Purchaser’s satisfaction at Seller’s sole cost and expense prior to and as a

condition to Closing.

(i)

The Seller has taken all reasonable steps, in accordance with normal

industry practice, to preserve and maintain complete notes and records relating to the Intellectual

Property and to cause the same to be readily understood, identified and available.

(j)

The Intellectual Property is free and clear of any and all Liens and nothing

shall interfere with the quiet enjoyment of the Purchaser with respect to the Intellectual Property

following consummation of the transactions contemplated hereby.

(k)

The Seller does not owe any royalties, license fees, guaranteed

maintenance fees or other payments to third parties in respect of the Intellectual Property. All

royalties, license fees, guaranteed maintenance fees or other payments that have accrued, or will

accrue, prior to the Closing have been paid or will be paid prior to Closing. The Seller will not

owe any such payments or any additional payments as a result of the consummation of the

transactions contemplated hereby.

(l)

The Seller has used its commercially reasonable efforts to regularly scan

the Software Programs and the other items of Intellectual Property with “best-in-class” virus

detection software. The Software Programs and other Intellectual Property contain no “viruses”,

Trojan horses, trap doors, Easter eggs, time bombs, cancel bots or other computer programming

routines that are intended to damage, detrimentally interfere with or surreptitiously intercept with

or expropriate any system, data or personal information. For the purposes of this Agreement,

“virus” means any computer code intentionally designed to disrupt, disable or harm in any

manner the operation of any software or hardware. None of the foregoing contains any worm,

bomb, backdoor, clock, timer, or other disabling device code, or any other design or routine that

causes any system, software, data or information to be erased, inoperable, or otherwise incapable

of being used, either automatically or upon command by any party.

(m)

The Seller has taken and will continue to take all reasonable measures to

protect the secrecy, confidentiality, and value of all trade secrets and Intellectual Property Rights

included in the Intellectual Property transferred pursuant to this Agreement. Neither the Seller

nor any other party has taken any action or failed to take any action that directly or indirectly

caused any Intellectual Property to enter the public domain or in any way adversely affect its

value to the Purchaser, or its absolute ownership thereof. The Seller acknowledges and agrees

that from and after the Closing, the Purchaser will have a legitimate and continuing proprietary

interest in the protection of trade secrets and non-public confidential information, knowledge,

data and similar information relating to the Intellectual Property and the confidential information

included therein (the “ Confidential Information ” ). The Seller agrees that prior to and following

the Closing it shall secure and maintain the confidentiality of the Confidential Information in a

manner consistent with the importance and value of such information and the maintenance of the

Purchaser’s rights therein, but in no event using less than reasonable efforts. The Seller shall not

use, sell, transfer, publish, disclose or otherwise make available any of the Confidential

Information to any third party. If the Seller is compelled by a duly authorized subpoena, court

order or government authority to disclose any of the Confidential Information, the Seller shall

immediately notify the Purchaser of same prior to disclosure, and fully cooperate with the

appropriate party in seeking a protective order or other appropriate remedy prior to disclosure .

3.18 Assumed Contracts. Schedule 3.18(a) s ets forth a list of all Contracts to which

the Seller is a party or any of the Assets is bound as of the date hereof, and which is necessary for

the operation of the CyberCare Health Network Business.

(a)

Schedule 3.18(a) denotes with an asterisk all of the Contracts (if any) that

will be Excluded Contracts.

(b)

None of the Assumed Contracts was awarded to the Seller as a result of (in

whole or in part) the Seller’s status as a minority-owned or disadvantaged business or similar

status.

(c)

All of the Assumed Contracts may be assigned to the Purchaser without

obtaining the consent of any party thereto, other than to the extent specifically set forth on

Schedule 3.18(e) .

(d)

Purchaser does not assume and shall in no event be liable for any

Liabilities of Seller to any Person, whether fixed or non-fixed, known or unknown, liquidated or

unliquidated, secured or unsecured, contingent or otherwise, except for any Liabilities expressly

set forth in an Assumed Contract. Purchaser shall perform and pay all Liabilities as set forth in

the Assumed Contracts, but only to the extent that such Liabilities arise after the Closing Date (or

in the case of payments due, only to the extent such payments are not due until after the Closing

Date) (the “ Assumed Liabilities” ).

3.19 Solvency . No insolvency proceeding of any character including bankruptcy,

receivership, reorganization, composition or arrangement with creditors, voluntary or

involuntary, affecting, the Seller (other than as a creditor) or any of the Assets are pending or are

being contemplated by the Seller, or, to Seller’s Knowledge, are being threatened against the

Seller by any other Person, and the Seller has not made any assignment for the benefit of

creditors or taken any action in contemplation of which that would, to Seller’s Knowledge,

constitute the basis for the institution of such insolvency proceedings. Immediately after giving

effect to the consummation of the transactions contemplated hereby, (a) the Seller will be able to

pay the Excluded Liabilities as they become due; (b) the value of the remaining assets (if any) of

the Seller (calculated at fair market value) will exceed the Excluded Liabilities; and (c) taking

into account all pending and threatened litigation of which Seller has Knowledge, final

judgments against the Seller in actions for money damages are not reasonably anticipated to be

rendered at a time when, or in amounts such that, the Seller will be unable to satisfy any such

judgments promptly in accordance with their terms (taking into account the maximum probable

amount of such judgments in any such actions and the earliest reasonable time at which such

judgments might be rendered) as well as all other obligations of the Seller.

3.20 Sufficiency of Acquired Assets. To the best of Seller’s Knowledge, the Assets

constitute all of the assets, tangible and intangible, of any nature whatsoever, reasonably

necessary to operate the CyberCare Health Network Business in accordance with Seller’s past

practices, and include all of the operating assets of Seller (other than Excluded Assets).

3.21 Affiliate Transactions. No officer, manager, member, director, employee or

affiliate of the Seller or any entity in which any such entity or individual is an officer, director,

manager or the owner of five percent (5%) or more of the beneficial ownership interests, is a

party to any contract (written or oral) with the Seller, or has any interests in any property used in

the CyberCare Health Network Business or has any claim or right against the Seller, other than,

with respect to officers, directors and managers, agreements relating to their employment by the

Seller (including without limitation employment, confidentiality, and inventions agreement), and

with respect to members, relating to their respective membership interests in the Seller. Each

affiliate transaction, if any, was effected on terms equivalent to those which would have been

established in an arm’s-length negotiation. None of the Seller or any of its affiliates has any

direct or indirect interest in any competitor of the Seller, except for passive ownership of less

than five percent (5%) of the outstanding capital stock of any competing business that is publicly

traded on any recognized exchange or in the over-the-counter market.

3.22 Securities Act Acknowledgements, Representations, Warranties and Covenants.

(a)

Acknowledgments. Seller, and its Shareholders, agree and acknowledge

that: (1) no federal or state agency has made any finding or determination as to the fairness of the

distribution of the Shares for investment, or any recommendation or endorsement of the Shares;

(2) the Shares have not been registered under the Securities Act of 1933, as amended (the “ Act ”),

or the securities acts of any state and, as a result, the Shareholder must bear the economic risk of

the investment indefinitely because the Shares may not be sold unless subsequently registered

under the Act and the securities laws of any appropriate states or an exemption from such

registration is available, and that such registration under the Act and the securities laws of any

such states is unlikely at any time in the future; (3) iGambit does not have any present intention

and is under no obligation to register the Shares, whether upon initial issuance or upon any

transfer thereof under the Act and applicable state securities laws, and Rule 144 and/or Rule 145

may not be available as a basis for exemption from registration; and (4) unless and until

registered under the Act, all certificates evidencing the Shares, whether upon initial issuance or

upon any transfer thereof, will bear a legend, prominently stamped or printed thereon, reading

substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

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

“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES

MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN

EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE

SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO

AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT

AND APPLICABLE STATE SECURITIES LAWS.”

(b)

Representations, Warranties and Covenants. (1) The Shares are being

acquired for the Seller’s Shareholders (collectively “ Shareholder ”) own account for investment

and not for distribution or resale to others and the Shareholder will not sell or otherwise transfer

the Shares, whether by dividend or other distribution or upon liquidation or dissolution or

otherwise, unless they are registered under the Act and the securities acts of any appropriate state

or unless an exemption from such registration is available and iGambit is satisfied that such

exemption is available; (2) the acquisition of the Shares by the Shareholder hereunder is

consistent with its general investment objectives and the Shareholder understands that the

acquisition of the Shares is a speculative investment involving a high degree of risk, including

the risk of total loss of such investment, and there is now no established market for iGambit’s

capital stock and there is no assurance that any public market for such stock will develop; (3) the

Shareholder has adequate means of providing for his current needs and possible personal

contingencies and he has no need for liquidity in this investment and can bear the risk of losing

his entire investment in the Shares; (4) iGambit has made available to the Shareholder at a

reasonable time prior to its investment the opportunity to ask questions and receive answers

concerning the Shares and to obtain any additional information which iGambit possesses or can

acquire without unreasonable effort or expense that is necessary in connection with the

investment but the Shareholder agrees and acknowledges, however, that he has relied solely upon

this Agreement and his own independent investigation in making the decision to invest in the

Shares; (5) the Shareholder understands that the distribution of the Shares is limited solely to

“accredited investors,” as that term is defined under Regulation D of the Securities Act and the

Seller is an “accredited investor” (as so defined); (6) the Shareholder is a sophisticated investor

and has such knowledge and experience in financial and business matters that he is capable of

understanding the merits and risks inherent in the proposed acquisition of the Shares; (7) the

Shareholder is acquiring the Shares without having been furnished any specific offering literature

or prospectus but has relied generally upon information filed by iGambit with the Securities and

Exchange Commission and acknowledges that no representations or warranties have been made

to the Shareholders or his representatives by iGambit or the Purchaser, or any officer, employee,

agent or affiliate of iGambit or the Purchaser other than as contained in this Agreement and the

Shareholder must independently seek advice from its own tax and other advisor(s) and is not

relying on any tax or other advice received from iGambit or the Purchaser in connection with the

transactions contemplated by this Agreement; and (8) the Shareholder has neither relied upon nor

seen any form of advertising or general solicitation in connection with the distribution of the

Shares.

COVENANTS OF THE SELLER.

The Seller hereby covenant and agree as follows:

4.1

Full Cooperation; Access to Information. The Seller shall cooperate in good faith

with Purchaser in causing the transactions that are the subject of this Agreement to be

consummated. Seller shall permit Purchaser and its counsel, accountants, employees and other

representatives, prior to Closing, to make such investigations of Seller’s business, operations,

assets, employees, contracts, books, records and financial information, all as Purchaser deems

necessary or advisable in the conduct of its due diligence investigation into Seller’s business,

operations and assets. Seller shall give to Purchaser and its counsel, accountants, employees and

other representatives access, to the fullest extent possible without unreasonably interfering with

Seller’s business operations, to all of Seller’s personnel, properties, books, contracts,

commitments and records, and will promptly furnish to Purchaser copies of all such documents

and records and information with respect to Seller’s affairs as Purchaser may from time to time

in the exercise of its sole and absolute discretion request. Purchaser shall not be under any

obligation to continue with its due diligence investigation if, at any time, the results of its due

diligence investigation are not fully satisfactory to it for any reason in its sole discretion.

4.2

No Inconsistent Action . Seller will not take any action which is inconsistent with

or impairs the consummation of the transactions contemplated by this Agreement or which would

make inaccurate the representations or warranties made by the Seller herein.

4.3

Non-Solicitation . In consideration of the expense and effort that will be expended

by Purchaser in its due diligence investigation, the Seller, nor their affiliates will, directly,

indirectly or otherwise, solicit or entertain offers from, negotiate with or in any manner

encourage, discuss, entertain, accept or consider any proposal of any other person or entity

relating to a disposition (directly or indirectly) of all or any portion of the Assets of the Seller, the

stock of the Seller, or a merger involving Seller, or the issuance of any shares of or other equity

securities of the Seller, at any time during the term of this Agreement, or, to raise funds in the

form of debt or equity for use in the Seller’s operations, other than as contemplated pursuant to

Section 10 hereof, until the earlier to occur of the Closing Date, or, if applicable, the termination

of this Agreement.

4.4

[Reserved] .

4.5

Prohibited Actions Pending Closing.

Unless otherwise provided for herein or approved by Purchaser in writing, from

the date hereof until the Closing Date, the Seller shall cause the Seller not to do or enter into the

following:

(a)

amend or otherwise change its Articles of Incorporation, By-Laws or