Exhibit 10.1

     

    

    AMENDMENT NO. 1

      TO

    AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

        

    

    

    

    This Amendment No. 1 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of August 29, 2021, by and among I-ON DIGITAL CORP., a Delaware corporation (the “Company”), CDI ACQUISITION CORP., a Delaware corporation (“Acquisition”) and CARDIO DIAGNOSTICS, INC., a Delaware corporation (“CDI”).

    

    

    RECITALS:

    

    

    A. Company, Acquisition, CDI and the shareholders of CDI (the “CDI
          Shareholders”) entered into that certain Agreement and Merger and Reorganization dated as of April 27, 2021 (the “Merger
          Agreement”).

    

    

    B. The parties hereto now desire to amend the Merger Agreement in accordance with Section 8.11
        of the Merger Agreement as hereinafter provided.

    

    

    NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, the parties hereto hereby agree as follows:

    

    

    1.            Amendment.

    

    

    Section 7.1(a) of the Merger Agreement is
      hereby deleted in its entirety and amended and restated in its entirety to read as follows:

    

    

    (a) This Agreement may be terminated by either the CDI Directors or the Company Board at any time prior to the
      Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any  governmental body  which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the
      judgment of such board of directors, made in good faith and based on the advice of its legal  counsel,  makes  it  inadvisable  to  proceed  with  the  Merger  contemplated  by  this  Agreement;  (ii)  any  of  the transactions  contemplated  hereby 
      are  disapproved  by  any  regulatory  authority  whose  approval  is  required  to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood
      that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Merger; (iii) there shall have been any change after the date of the latest
      balance sheets of CDI or the Company, respectively, in the assets, properties, business, or financial condition of CDI or the Company,  which could have a materially adverse affect on the value of the business of CDI or the Company, respectively, as
      the case may be, dated as of the date of execution of this Agreement; or (iv) the Closing Date shall not have occurred by September 30, 2021, or such other date as Company and CDI may agree upon in writing. In the event of termination pursuant to
      this Section 7.1(a), no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions contemplated
      thereby.

    

    

    2.            Reimbursement of Expenses. Upon the execution of this Amendment, CDI hereby agrees to pay the expenses incurred by
      the Company as a result of extending the Closing Date as set forth in Section 1 above as follows: (a) the Company’s OTCQB renewal fee in the amount of $14,000 which was previously paid by the Company; and (b) the costs incurred by the Company for the
      preparation and filing of the Form 10-Q for the quarter ending June 30, 2021 including accounting, auditing, legal and filing fees in the amount of $14,600. In the event that the Closing does not occur by the amended Closing Date of September 30,
      2021, as a condition to Closing, CDI hereby agrees to reimburse the Company for any and all expenses of filing the Form 10-Q for the quarter ending September 30, 2021.

    

    

    3.            No Implied Amendments; Effective Date. Except as amended herein, all terms and provisions contained in the Merger
      Agreement shall remain in full force and effect. Each of the parties hereto agrees that the amendment to the Merger Agreement contained herein shall be effective upon the execution of this Amendment by each party hereto. On and after the date hereof,
      each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Merger Agreement shall mean the Merger Agreement as amended by this Amendment.

    

    

    4.            Counterparts.  This Amendment may be executed in several counterparts, each of which shall be deemed to be an
      original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Amendment may be delivered by facsimile and by scanned portable document format image.  Facsimiles or other electronic copies of
      signatures will be deemed to be originals.

    

    

    5.           Defined Terms.  Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in
      the Merger Agreement.

    

    

    6.            Choice of Law.  This Amendment is to be construed and governed by the laws of the State of Delaware, without regard
      to the conflict of laws rules thereof.

    

    

    [Signature Page Follows]

    

    

    
      
        


    

    IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the undersigned effective as of the date first above
      written.

    

    

    

    

    	I-ON DIGITAL CORP.	 
	 	 	 
	 	 	 
	By:	 /s/ Jae Cheol Oh	 	 
	 	Name: Jae Cheol Oh	 
	 	Title: Chief Executive Officer	 
	 	 	 
	 	 	 
	CDI ACQUISITION CORP.	 
	 	 	 
	 	 	 
	By: 

            	 /s/ Jae Cheol Oh	 	 
	 	Name: Jae Cheol Oh	 
	 	Title: President	 
	 	 	 
	 	 	 
	CARDIO DIAGNOSTICS, INC.	 
	 	 	 
	 	 	 
	By: 

            	 /s/ Meeshanthini V. Dogan	 	 
	 	Name: Meeshanthini V. Dogan	 
	 	Title: Chief Executive Officer