Nutex Health, Inc. entered into an Agreement and Plan of Merger to acquire Clinigence Holdings, Inc. (OTCPK:CLNH) in a reverse merger transaction on November 23, 2021. Under the terms of the merger agreement, each unit representing an equity interest in Nutex issued and outstanding immediately prior to the closing date shall be converted into the right to receive approximately 3.571 shares of common stock of Clinigence Holdings, as adjusted as set forth in the merger agreement. As consideration the company will issue the aggregate number of shares of Company Common Stock to be issued in the Merger equal to (x) with respect to the Ramping Hospitals and Mature Hospitals, (i) ten times TTM EBITDA (minus (A) the aggregate debt of the Nutex Subsidiaries and Nutex facilities outstanding as of Closing, excluding guarantees of mortgage debt of the noncontrolled real estate entities and finance lease obligations reported as indebtedness under GAAP but including any new debt incurred to finance any redemptions of Nutex Membership Interests, plus (B) up to $10,000,000 of cash held by the Nutex Subsidiaries at Closing ) divided by (ii) $2.80 plus (y) with respect to the Under Construction Hospitals, (a) the aggregate capital contribution amounts received from the contributing owners of the Under Construction Hospitals divided by (b) $2.80. The Exchange Ratio may be adjusted proportionally upward based on potential pre-Closing redemptions of Nutex Membership Interests, taking into account any new debt incurred by Nutex Holdco to finance such redemptions. The aggregate Merger Consideration will be increased by 2,500,000 shares of Company Common Stock which is equal to the number of shares of Company Common Stock to be issued by Clinigence to a consultant as required under the Merger Agreement. Former members of Nutex Holdco will receive approximately 92.42% of shares of Nutex Health Inc. outstanding as a result of the Merger. The newly combined company will be renamed Nutex Health, Inc. and headquartered in Houston, Texas. The transaction is subject to a number of conditions, including antitrust regulatory clearance, approval by Clinigence stockholders, conditional approval for listing on Nasdaq of the common stock of Clinigence, completion of the Contribution Transaction, entry into lock-up agreements between Clinigence and the Nutex Members and other customary closing conditions. The transaction has been approved by the Board of Directors of Clinigence and approved by the manager and equity holders of Nutex. Upon closing of the transaction, Tom Vo, will serve as Chairman and Chief Executive Officer of the combined company. Warren Hosseinion, the current Chief Executive Officer of Clinigence Holdings, will serve as President of the combined company. The Board of Directors of the combined company will consist of Tom Vo, Warren Hosseinion and other appointees of Nutex. As of March 17, 2022, the transaction has been approved by the stockholders of Clinigence Holdings. The transaction is expected to close in the first half of 2022. The transaction is expected to close on or around April 1, 2022.

Joe Perillo of Locke Lord LLP acted as legal advisor and Ernst & Young Capital Advisors, LLC acted as financial advisor to Nutex Health, Inc. in the transaction. Mark Mihanovic of McDermott Will & Emery LLP acted as legal advisor, Colliers Securities LLC and The Benchmark Company, LLC. acted as financial advisor to Clinigence Holdings, Inc. in the transaction. WG Consulting, LLC is acting as pre-audit advisor to Nutex.