Clinigence Holdings, Inc. signed a binding letter of intent to acquire ProCare Health, Inc. on May 14, 2021. Clinigence Holdings, Inc. agreed to acquire ProCare Health, Inc. from Anh Nguyen and Tram Nguyen on October 1, 2021 Under the terms of the LOI, Clinigence will issue 0.76 million newly-issued shares of common stock to the equity holders of ProCare at closing in exchange for 100% of the outstanding equity securities of ProCare. Additionally, an earnout structure has been put in place to reward ProCare with any new MSO contracts in the future and 25% of the shares will be held back..In the event that EBITDA is equal to or exceeds $316,265 for the Fiscal Year ended December 31, 2021, Stockholders shall be entitled to receive fifty percent (50%) of the Holdback Shares. In addition, if the EBITDA for the Procare for the period ended December 31, 2022 equals or exceeds the Minimum EBITDA Amount, the remaining fifty percent (50%) of the Holdback Shares shall be released to the Stockholders. Procare will operate as a wholly owned subsidiary of Clinigence. The transactions are subject to various conditions to closing, including the requisite corporate approval of the Company and the preparation of definitive documentation. In connection with the Acquisition, Anh Nguyen will continue as President of Procare pursuant to a five-year employment agreement to be executed at closing of the Acquisition, which terms shall include an annual salary of $200,000. Additionally, Anh Nguyen will be entitled to (i) an annual cash payment of the percentage of the Procare net income above an increasing baseline amount (?Profit Share?) and (ii) additional shares of Clinigence common stock for new Procare business based upon 4 times Procare?s net income at year ended (the ?New Business?). Any New Business shares issued will be calculated less the value of any Profit Share Anh Nguyen may have received for the New Business. Upon execution of the LOI, Anh Nguyen received a $50,000 signing bonus, which shall be held in Escrow until closing of the Acquisition. All current Procare employees will continue to be Porcare employees for a minimum of five years from the date of the closing of the Acquisition. The transaction is subject to due diligence matters and ProCare Health financial audit. The transaction is expected to close within the next 4-6 weeks, Clinigence Holdings, Inc. completed the acquisition of ProCare Health, Inc. from Anh Nguyen and Tram Nguyen on October 15, 2021. For the period ended December 31,2020 ProCare had EBITBA of at least $316,265. Buchalter, A Professional Corporation served as legal advisor to ProCare Health and Dickinson Wright PLLC served as legal advisor to Clinigence Holdings.