FORM
OF EMPLOYMENT AGREEMENT


This
Employment Agreement (the "Agreement") is made and entered into as of April 1, 2022, by and between Warren Hosseinion,
M.D. (the "Executive") and Clinigence Holdings, Inc., a Delaware corporation (to be renamed Nutex Health Inc.) (the
"Company").


WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein; and


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:


1. 
Term. The Executive's employment hereunder shall be effective as of the date of the closing of the merger (the “Merger”)
provided for in the Merger Agreement among Nutex Health Holdco, LLC, a Delaware limited liability company, the Company, Nutex Acquisition
LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Micro Hospital
Holding LLC, a Texas limited liability company (solely for the purposes of certain sections), Nutex Health LLC (solely for the purposes
of certain sections), and Thomas T. Vo (the "Effective Date"). The term of this Agreement shall initially be for a five
(5) year period commencing on the Effective Date. The term of this Agreement shall automatically renew for an additional year on each
anniversary of the Effective Date unless either Party gives the other written notice of intent not to renew at least sixty (60) days
prior to such date. Notwithstanding the foregoing, the initial term and any renewal year shall be subject to earlier termination as provided
in Section 4 below. The initial term and any renewal years are referred to herein as the “Term”.


2. 
Positions and Duties. During the Term, the Employee shall serve as the President of the Employer. The Employee shall perform for
the Employer the duties customarily associated with being a President that are consistent with your experience and skills and such other
duties as may be assigned to the Employee from time to time by the Employer’s Board of Directors (the “Board”)
that are consistent with the duties normally performed by those performing the role of the President of similar entities. The Employee
shall devote such working time, attention, knowledge, skills and efforts as may be required to fulfill the Employee’s duties hereunder,
as reasonably determined by the Board. The Employee may participate as a member of the board of directors or advisory board of other
entities and in professional organizations and civic and charitable organizations so long as any such positions are disclosed to the
Board and do not materially interfere with the Employee’s duties and responsibilities to the Employer. Employer recognizes that
employee is currently a member of the Board of Directors of Cardio Diagnostics, Inc. Employer also recognizes all the requirements associated
with that role and acknowledges those activities are allowed under this agreement. Employee is authorized to perform his services for
the Company from a location of his choosing other than the Company’s offices, so long as he is able to fulfill the requirements
of his position. The Employee must have quality internet connectivity and must be able to access email and have a working telephone throughout
the day. If the internal Company needs dictate, Employee may be required to physically attend certain pre-planned in-person internal
meetings at the principal executive offices in Houston, Texas. The Employee may also be required to travel on Company business during
the Term.


3. 
Compensation and Related Matters. The Employer shall provide the Employee with the compensation and benefits set forth in this
Section 3 during the Term. Authority to take action under this Section 3 with respect to the Employee’s compensation
and benefits may be delegated by the Board to its compensation committee.


(a) 
Base Salary. The Employer shall pay the Employee for all services rendered a base salary of Seven Hundred and Fifty Thousand Dollars
($750,000) per year (the “Base Salary”), payable in accordance with the Employer’s payroll procedures, subject
to customary withholdings and employment taxes. The Base Salary shall be evaluated at least annually by the Board of Directors beginning
on January 1, 2023 and each January 1 thereafter during the Term, and the Employee’s annual Base Salary shall be increased a minimum
of 3% annually.


(b) 
Annual Bonus. The Employee will be eligible to receive an annual cash bonus (the “Annual Bonus”) for each fiscal
year during the Term on such terms and conditions as the Board shall determine in its discretion consistent with the terms of the Employer’s
business plan.


(c) 
Long Term Incentive Awards. The Employee shall be eligible to participate in any long term incentive plan that may be available
to similarly positioned executives. The Board may determine to grant long-term incentive awards in cash or in equity awards settled in
shares of the Employer’s stock, including but not limited to stock options, restricted stock and performance shares. In the event
the Employee terminates service due to being a Good Leaver, any requirements under a long-term incentive award held by the Employee shall
be deemed to have been satisfied by the Employer immediately prior to such termination. A “Good Leaver” means that,
during the Term, either the Employee has resigned for Good Reason (as defined in Section 4(e) below), the Employer has terminated
the Employee’s employment without Cause (as defined in Section 4(d) below or the Employee terminates employment on account
of death or Disability (as defined in Section 4(b) below). For avoidance of doubt, being a Good Leaver entitles the Employee to
be fully vested with respect to any stock options with vesting conditions based solely on continued employment, and to be entitled to
payment with respect to any long-term incentive award subject to corporate or business goals to the extent that such goals are met during
the performance period on the same basis as if he had remained continuously employed with the Employer.


(d) 
Paid Time Off. During the term, the Employee shall be entitled to twenty (20) business days of paid time off (“PTO”)
per calendar year which shall be accrued ratably during the calendar year, to be taken at such times and intervals as shall be agreed
to by Employer and the Employee in their reasonable discretion. The Employee shall be entitled to accrue a maximum of twenty (20) business
days of paid time off. When the maximum accrual is reached, no additional PTO time will accrue until Employee uses one or more accrued
PTO days. Accrued and unused PTO shall be paid in cash at the end of a calendar year.


(e) 
Expenses. The Employee shall be entitled to prompt reimbursement of reasonable and usual business expenses incurred on behalf
of Employer, including all travel expenses from the Employee’s place of residence and the Employer’s principal executive
offices in Houston, Texas, in accordance with the Employer’s expense reimbursement policy.


(f) 
Other Benefits. The Employee shall be entitled to continue to participate in or receive benefits under any employee benefit plan
or arrangement which is or may, in the future, be made available by the Employer to its employees, subject to and on a basis consistent
with the terms, conditions and overall administration of such plan or arrangement. Irrespective of other benefits provided to employees,
the Employee’s benefits package shall include: (i) the Employer’s payment of premiums for medical, dental and vision care
coverage for the Employee and his family, (ii) the Employer’s payment of insurance premiums for short-term and long-term disability
insurance providing for no less than sixty percent (60%) of Employee’s Base Salary to be payable to the Employee as long as the
covered disability persists in a manner that substantially prevents employment in the same occupation as the position Employee last held
with Employer but not beyond age sixty-five (65);’ and Employer’s payment of insurance premiums for term life insurance providing
for no less than two million dollars of coverage (subject to meeting applicable underwriting requirements). Employer recognizes that
Employee currently has medical insurance coverage for a family of four persons with Blue Shield of California Gold 80 PPO and agrees
to reimburse Employee for the monthly premiums for this coverage (or similar coverage if Employee changes plans) during the Term of this
agreement.


(g) 
Tax Withholding. The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits
under this Agreement, to the extent it reasonably and in good faith believes it is required to make such deductions, withholdings and
tax reports. Payments with respect to compensation and benefits referred to under this Agreement shall be in amounts net of any such
deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the
Employee for any adverse tax effect associated with any payments or benefits, or for any deduction or withholding from any payment or
benefit.


4. 
Termination. The Employee’s employment hereunder may be terminated during the Term without any breach of this Agreement
under the following circumstances:


(a) 
Death. The Employee’s employment hereunder shall terminate upon the Employee’s death.


(b) 
Disability. The Employer may terminate the Employee’s employment if the Employee is disabled and, because of the disability,
is unable to perform the essential functions of the Employee’s then existing position or positions under this Agreement with or
without reasonable accommodation. This provision is not intended to reduce any rights the Employee may have pursuant to any law, including
without limitation the Americans with Disabilities Act.


(c) 
Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment
hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting
a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or
injury that is material to the Employer; (ii) the commission by the Employee of any felony; (iii) continued, willful and deliberate non-performance
by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity
or disability); (iv) a material breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that
is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory
or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve
documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to
produce documents or other materials in connection with such investigations; (vi) fraud, embezzlement or theft against the Employer or
any of its Affiliates (as defined in Section 6(a) below) or (vii) material violation of any policy of the Employer or any state
or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex,
race or other prohibited discrimination. With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered
written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable
detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and
the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined
by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause”
shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which
the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal
purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.


(d) 
Termination without Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder without
Cause by providing the Employee with thirty (30) days advance written notice. Any termination by the Employer of the Employee’s
employment under this Agreement that does not constitute a termination for Cause under Section 4(c) and does not result from the
death or Disability of the Employee under Sections 4(a) or 4(b) shall be deemed a termination without Cause under this
Section 4(d). Any suspension of the Employee’s employment with pay or benefits by the Board in good faith pending an investigation
of alleged improper activities by the Employee that, if determined to be accurate, would be grounds for a Cause termination, shall not
be considered a termination of the Employee’s employment without Cause or provide with Good Reason to terminate employment.


(e) 
Termination by the Employee. At any time during the Term, the Employee may terminate his employment hereunder for any reason,
including, but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee
has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following
events: (i) a material diminution in the Employee’s responsibilities, authority or duties; (ii) the material breach of this Agreement
by the Employer, including but not limited to a failure to pay Base Salary or Annual Bonus as provided for under this Agreement; or (iii)
Employer requires Employee to relocate to an office location more than 30 miles from Employee’s current residence. “Good
Reason Process” shall mean (i) the Employee reasonably determines in good faith that a “Good Reason” condition
has occurred; (ii) the Employee notifies the Employer in writing of the occurrence of the Good Reason condition within sixty (60) days
of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Employer’s efforts, for a period of sixty
(60) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the
Good Reason condition continues to exist; and (v) the Employee terminates his employment within thirty (30) days after the end of the
Cure Period. If the Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.


(f) 
Notice of Termination. Except for termination as specified in Section 4(a), any termination of the Employee’s employment
shall be communicated by written Notice of Termination by the terminating Party to the other Party hereto. For purposes of this Agreement,
a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement
relied upon.


(g) 
Date of Termination. “Date of Termination” shall mean the earliest of the following: (i) if the Employee’s
employment is terminated by the Employee’s death, the date of the Employee’s death; (ii) if the Employee’s employment
is terminated on account of Disability under Section 4(b) or by the Employer for Cause under Section 4(c), the date on
which Notice of Termination is given that follows any applicable required cure period; (iii) if the Employee’s employment is terminated
by the Employer under Section 4(d), thirty (30) days after the date on which a Notice of Termination is given; (iv) if the Employee’s
employment is terminated by the Employee under Section 4(e) without Good Reason, thirty (30) days after the date of which a Notice
of Termination is given or such shorter period agreed to by the Employer; or (v) if the Employee’s employment is terminated by
the Employee under Section 4(e) with Good Reason, the date on which Notice of Termination is given after the end of the Cure Period.
Notwithstanding the foregoing, in the event that the Employee gives a Notice of Termination to the Employer, the Employer may unilaterally
accelerate the Date of Termination but such acceleration shall nevertheless be deemed a termination by the Employee on the accelerated
date for purposes of this Agreement. For purposes of determining the time when the lump sum portion of the Severance Amount, if any,
is to be paid under Section 5(b)(i) of this Agreement, “Date of Termination” means the Employee’s separation
from service as defined under Section 409A.


5. 
Compensation upon Termination.


(a) 
Accrued Benefits. If the Employee’s employment with the Employer is terminated for any reason during the Term, or if the
Term is not renewed, the Employer shall pay or provide the Employee (or the Employee’s authorized representative or estate) any
earned but unpaid Base Salary or Annual Bonus for services rendered through the Date of Termination, unpaid expense reimbursements, and
accrued but unused paid time off (the “Accrued Benefits”) within the time prescribed by Florida law. With respect
to vested compensation or benefits the Employee may have under any employee benefit or compensation plan, program or arrangement of the
Employer, payment will be made to the Employee under the terms of the applicable plan, program or arrangement.


(b) 
Termination by the Employer without Cause or by the Employee with Good Reason. If the Employee’s employment is terminated
by the Employer without Cause as provided in Section 4(d), or the Employee terminates his employment for Good Reason as provided
in Section 4(e), or the Employee terminates employment at the end of the Term after the Employer provides notice of intent not
to renew pursuant to Section 1 for reasons other than would provide grounds for a Cause termination, then the Employer shall,
through the Date of Termination, pay the Employee his or her Accrued Benefits. If the Employee signs a general release of claims substantially
in the form which is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of
the receipt of the form of the Release (extended to forty-five (45) days in the event of a group termination or exit incentive program)
and does not revoke such Release during the seven-day revocation period:


(i) 
the Employer shall pay the Employee an amount equal to two times the Employee’s most recent Base Salary (but determined prior to
any action involving Base Salary that would constitute Good Reason) (the “Severance Amount”). To the extent that such
Severance Amount exceeds the 409A Separation Pay Limit (as defined below), such amount shall be paid in a single lump sum on the regular
payroll date of the Employer, pertaining to then current salaried employees of the Employer, (“payroll date”) next
following the first anniversary date of the Employee’s Date of Termination. The portion of the Severance Amount that does not exceed
the 409A Separation Pay Limit shall be paid in substantially equal amounts on each payroll date over a one year period; and


(ii) 
the Employer shall pay the Employee an amount in cash equal to the Employer’s premium amounts paid for coverage of Employee at
the time of the Employee’s termination of coverage under the Employer’s group medical, dental and vision programs for a period
of twelve (12) months, to be paid directly to the Employee at the same times such payments would be paid on behalf of a current employee
for such coverage; provided, however:


(A) 
No payments shall be made under this paragraph (ii) unless and until the Employee timely elects continued coverage under such plan(s)
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”);


(B) 
This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their
use;


(C) 
Payments under this paragraph (ii) shall cease as of the earliest to occur of the following:


(1) 
the Employee is no longer eligible for and continuing to receive the COBRA coverage elected in subparagraph (A);


(2) 
the time period set forth in the first sentence of this paragraph (ii),


(3) 
the date on which the Employee first becomes eligible to enroll in a group health plan in which eligibility is based on employment with
an employer, and


(4) 
if the Employer in good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant
to the Patient Protection and Affordable Care Act of 2010, as amended.


(iii) 
Each individual payment of Severance Amount under Section 5(b)(i), and each payment under Section 5(b)(ii) of this Agreement,
shall be deemed to be a separate “payment” for purposes and within the meaning of Treasury Regulation Section 1.409A- 2(b)(2)
(iii).


(iv) 
Each individual payment of the Severance Amount under Section 5(b)(i), and each payment under Section 5(b) (ii), of this
Agreement, which are considered “non- qualified deferred compensation” (“NQDC”) under Section 409A shall
be made on the date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered
or approved for any reason whatsoever, except as permitted under Section 409A and as the Employer allows in its sole discretion. The
Employer may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which
do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such
that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under
Section 5(b) of this Agreement is determined in good faith by the Employer to constitute NQDC payable to a “specified employee”
as defined under Section 409A, then the Employer shall make any such payment not earlier than the earlier of: (x) the first payroll date
which is six (6) months following the Employee’s separation from service (as defined under Section 409A) with the Employer, or
(y) the date of Employee’s death.


(c) 
for purposes of this Section 5, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.


(d) 
for purposes of this Section 5, “409A Separation Pay Limit” means two times the lesser of (x) the Employee’s
annual compensation during the calendar year preceding the year of the termination of employment; and (y) the adjusted compensation
limit under Code Section 401(a)(17) in effect for the year of the termination.


6. 
Confidential Information, Nonsolicitation, and Cooperation.


(a) 
Definitions.


(i) 
As used in this Agreement, “Affiliate” means, as to any Person, (i) any other Person which directly, or indirectly
through one or more intermediaries, controls such Person or is consolidated with such Person in accordance with GAAP, (ii) any other
Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person,
or (iii) any other Person of which such Person owns, directly or indirectly, fifty percent (50%) or more of the common stock or equivalent
equity interests. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ownership of voting securities or otherwise.


(ii) 
As used in this Agreement, “Person” means an individual, a corporation, a partnership, a limited liability company,
an association, a trust or any other entity or organization.


(b) 
Confidential Information. As used in this Agreement, “Confidential Information” means information belonging
to the Employer or its Affiliates which is of value to the Employer or any of its Affiliates in the course of conducting its business
(whether having existed, now existing, or to be developed or created during Employee’s employment by Employer) and the disclosure
of which could result in a competitive or other disadvantage to the Employer or its Affiliates. Confidential Information includes, without
limitation, contract terms and rates; negotiating and contracting strategies; financial information, reports, and forecasts; inventions,
improvements and other intellectual property; product plans or proposed product plans; trade secrets; designs, processes or formulae;
software; employee, customer, patient, provider and supplier information; information from patient medical records; financial data; insurance
reimbursement methodologies, strategies and practices; product and service pricing methodologies, strategies and practices; contracts
with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals;
and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have
been discussed or considered by the Employer or its Affiliates, including, without limitation, the management of the Employer or its
Affiliates. Confidential Information includes information developed by the Employee in the course of the Employee’s employment
by the Employer, as well as other information to which the Employee may have access in connection with the Employee’s employment.
Confidential Information also includes the confidential information of others with which the Employer or its Affiliates has a business
relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to
breach of the Employee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the obligations in
this Agreement, or unless due to violation of another Person’s obligations to the Employer or its Affiliates that Employee should
have taken reasonable measures to prevent but that Employee did not take.


(c) 
Confidentiality. The Employee understands and agrees that the Employee’s employment creates a relationship of confidence
and trust between the Employer and the Employee with respect to all Confidential Information. At all times, both during the Employee’s
employment with the Employer and after the Employee’s termination from employment for any reason, the Employee shall keep in confidence
and trust all such Confidential Information, and shall not use, disclose, or transfer any such Confidential Information without the written
consent of the Employer, except as may be necessary within the scope of Employee’s duties with Employer and in the ordinary course
of performing the Employee’s duties to the Employer or as otherwise provided in Section 6(d). Employee understands and agrees
not to sell, license or otherwise exploit any products or services which embody or otherwise exploit in whole or in part any Confidential
Information or materials. Employee acknowledges and agrees that the sale, misappropriation, or unauthorized use or disclosure in writing,
orally or by electronic means, at any time of Confidential Information obtained by Employee during or in connection with the course of
Employee’s employment constitutes unfair competition. Employee agrees and promises not to engage in unfair competition with Employer
or its Affiliates, either during employment, or at any time thereafter.


(d) 
Protected Rights. Notwithstanding anything to the contrary in this Section 6, this Agreement is not intended to, and shall
not, in any way prohibit, limit or otherwise interfere with the Employee’s protected rights under federal, state or local law to,
without notice to the Employer, (i) communicate or file a charge with a government regulator; (ii) participate in an investigation or
proceeding conducted by a government regulator; or (iii) receive an award paid by a government regulator for providing information.


(e) 
Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining
to Confidential Information, that are furnished to the Employee by the Employer or its Affiliates or are produced by the Employee in
connection with the Employee’s employment will be and remain the sole property of the Employer and its Affiliates. The Employee
shall return to the Employer all such materials and property as and when requested by the Employer. In any event, the Employee shall
return all such materials and property immediately upon termination of the Employee’s employment for any reason. The Employee shall
not retain any such material or property or any copies thereof after such termination. It is specifically agreed that any documents,
card files, notebooks, programs, or similar items containing customer or patient information are the property of the Employer and its
Affiliates regardless of by whom they were compiled.


(f) 
Disclosure Prevention. The Employee will take all reasonable precautions to prevent the inadvertent or accidental exposure of
Confidential Information.


(g) 
Removal of Material. The Employee will not remove any Confidential Information from the Employer’s or its Affiliate’s
premises except for use in the Employer’s business, and only consistent with the Employee’s duties with the Employer.


(h) 
Copying. The Employee agrees that copying or transferring Confidential Information (by any means) shall be done only as needed
in furtherance of and for use in the Employer’s and its Affiliate’s business, and consistent with the Employee’s duties
with the Employer. The Employee further agrees that copies of Confidential Information shall be treated with the same degree of confidentiality
as the original information and shall be subject to all restrictions herein.


(i) 
Computer Security. The Employee agrees to comply with the Employer’s policies and procedures concerning computer security.


(j) 
E-Mail. The Employee acknowledges that the Employer retains the right to review any and all electronic mail communications made
with employer provided email accounts, hardware, software, or networks, with or without notice, at any time.


(k) 
Assignment. The Employee acknowledges that any and all inventions, discoveries, designs, developments, methods, modifications,
trade secrets, processes, software, formulae, data, “know-how,” databases, algorithms, techniques and works of authorship
whether or not patentable or protectable by copyright or trade secret, made or conceived, first reduced to practice, or learned by the
Employee, either alone or jointly with others, during the Term that (i) relate to or are useful in the business of the Employer or its
Affiliates, or (ii) are conceived, made or worked on at the expense of or during the Employee’s work time for the Employer, or
using any resources or materials of the Employer or its Affiliates, or (iii) arise out of tasks assigned to the Employee by the Employer
(together “Proprietary Inventions”) will be the sole property of the Employer or its Affiliates. The Employee acknowledges
that all work performed by the Employee is on a “work for hire” basis and the Employee hereby assigns or agrees to assign
to the Employer the Employee’s entire right, title and interest in and to any and all Proprietary Inventions and related intellectual
property rights. The Employee agrees to assist the Employer to obtain, maintain and enforce intellectual property rights for Proprietary
Inventions in any and all countries during the Term, and thereafter for as long as such intellectual property rights exist.


(l) 
Nonsolicitation. Employee agrees and covenants that, at any time during Employee’s employment with the Employer and for
a period of twelve (12) months immediately following the termination of Employee’s relationship with the Employer for any reason,
whether with or without cause, Employee shall not, either on Employee’s own behalf or on behalf of any other Person: (i) solicit
the services of the Employer’s employees or entice away, directly or indirectly, any Person employed or engaged by or otherwise
providing services to the Employer or its Affiliates, whether in an employment capacity or otherwise (this provision does not prohibit
the Employee’s post-termination acceptance of unsolicited applications for employment); or (ii) take any illegal action or engage
in any unfair business practice, including, without limitation, any misappropriation of confidential, proprietary or trade secret information
of the Employer or its Affiliates, as a result of which relations between the Employer or its Affiliates, and any of their customers,
clients, suppliers, distributors or others, may be impaired or which might otherwise be detrimental to the business interests or reputation
of the Employer or its Affiliates.


(m) 
Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with
any previous employer or other party which restricts in any way the Employee’s use or disclosure of information or the Employee’s
engagement in any business except as Employee has previously provided written notice to Employer and has attached to this Agreement.
The Employee represents to the Employer that the Employee’s execution of this Agreement, the Employee’s employment with the
Employer and the performance of the Employee’s proposed duties for the Employer will not violate any obligations the Employee may
have to any previous employer or other party. In the Employee’s work for the Employer, the Employee will not disclose or use any
information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring
to (by any means) the premises of the Employer any copies or other tangible embodiments of non- public information belonging to or obtained
from any such previous employment or other party.


(n) 
Litigation and Regulatory Cooperation. During and after the Employee’s employment, the Employee shall cooperate fully with
the Employer in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or
on behalf of the Employer that relate to events or occurrences that transpired while the Employee was employed by the Employer. The Employee’s
full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel
to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times. During and after the
Employee’s employment, the Employee also shall cooperate fully with the Employer in connection with any investigation or review
of any federal, state, or local regulatory authority as any such investigation or review relates to events or occurrences that transpired
while the Employee was employed by the Employer. The Employer shall reimburse the Employee for any reasonable out of pocket expenses
incurred in connection with the Employee’s performance of obligations pursuant to this Section. “Full cooperation”
shall not be construed to in any way require any violation of law or any testimony that is false or misleading.


(o) 
Enforcement; Injunction. The Employee acknowledges and agrees that the restrictions contained in this Agreement are reasonable
and necessary to protect the business and interests of the Employer and its Affiliates, do not create any undue hardship for the Employee,
and that any violation of the restrictions in this Agreement would cause the Employer and its Affiliates substantial irreparable injury.
Accordingly, the Employee agrees that a remedy at law for any breach or threatened breach of the covenants or other obligations in Section
6 of this Agreement would be inadequate and that the Employer, in addition to any other remedies available, shall be entitled to
obtain preliminary and permanent injunctive relief to secure specific performance of such covenants and to prevent a breach or contemplated
or threatened breach of this Agreement without the necessity of proving actual damage and without the necessity of posting bond or security,
which the Employee expressly waives. Moreover, the Employee will provide the Employer a full accounting of all proceeds and profits received
by the Employee as a result of or in connection with a breach of Section 6 of this Agreement. Unless prohibited by law, the Employer
shall have the right to retain any amounts otherwise payable by the Employer to the Employee to satisfy any of the Employee’s obligations
as a result of any breach of Section 6 of this Agreement. The Employee hereby agrees to indemnify and hold harmless the Employer
and its Affiliates from and against any damages incurred by the Employer or its Affiliates as assessed by a court of competent jurisdiction
as a result of any breach of Section 6 of this Agreement by the Employee. The prevailing party shall be entitled to recover its
reasonable attorneys’ fees and costs if it prevails in any action to enforce Section 6 of this Agreement. It is the express
intention of the parties that the obligations of Section 6 of this Agreement shall survive the termination of the Employee’s
employment. The Employee agrees that each obligation specified in Section 6 of this Agreement is a separate and independent covenant
that shall survive any termination of this Agreement and that the unenforceability of any of them shall not preclude the enforcement
of any other covenants in Section 6 of this Agreement. No change in the Employee’s duties or compensation shall be construed
to affect, alter or otherwise release the Employee from the covenants herein.


7. 
Successors. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and
permitted assigns, including any corporation or entity with which or into which the Employer may be merged or which may succeed to its
assets or business, provided, however, that Employee’s obligations are personal and shall not be assigned by Employee.
The Employee consents to be bound by the provisions of this Agreement for the benefit of the Employer or its Affiliates to whose employ
the Employee may be transferred without the necessity that this Agreement be resigned at the time of such transfer. In the event of the
Employee’s death after the Date of Termination but prior to the completion by the Employer of all payments due to the Employee
under this Agreement, the Employer shall continue such payments to the Employee’s beneficiary designated in writing to the Employer
prior to the Employee’s death (or to the Employee’s estate, if the Employee fails to make such designation).


8. 
Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court
of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other
than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.


9. 
Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure
of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


10. 
Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing
and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address for which the Employee
has provided written notice to the Employer, or to the Employer at its main office, to the attention of Human Resources.


11. 
Publicity. The Employee hereby grants to the Employer the right to use the Employee’s name and likeness, without additional
consideration, on, in and in connection with technical, marketing and/or disclosure materials published by or for the Employer for the
duration of Employee’s employment with Employer.


12. 
Conflicting Obligations and Rights. The Employee agrees to inform the Employer of any apparent conflicts between the Employee’s
work for the Employer and (a) any obligations the Employee may have to preserve the confidentiality of another’s proprietary information
or materials or (b) any rights the Employee claims to any inventions or ideas before using the same on the Employer’s behalf. Otherwise,
the Employer may conclude that no such conflict exists and the Employee agrees thereafter to make no such claim against the Employer.
The Employer shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations
and rights or the appearance of any conflict of interest.


13. 
Notification of New Employer. In the event that the Employee leaves the employ of the Employer, voluntarily or involuntarily,
the Employee agrees to inform any subsequent employer of the Employee’s obligations under Section 6 of this Agreement. The
Employee further hereby authorizes the Employer to notify the Employee’s new employer about the Employee’s obligations under
Section 6 of this Agreement.


14. 
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them.
Any modification of this Agreement shall be effective only if set forth in a written document signed by the Employee and a duly authorized
officer of the Employer.


15. 
Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and by a duly authorized
representative of the Employer.


16. 
Governing Law. This is a Texas contract and shall be construed under and be governed in all respects by the laws of the State
of Texas, without giving effect to the conflict of laws principles of such State.


17. 
Obligations of Successors. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Employer to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Employer would be required to perform if no such succession had taken place.


18. 
Limitation on Payments in Certain Events.


(a) 
Limitation on Payments. Notwithstanding anything to the contrary in Section 3 and Section 5 of this Agreement, if
any payment or distribution that the Employee would receive pursuant to this Agreement or otherwise (“Payment”) would
(a) constitute a “parachute payment” within the meaning of Section 280G of the Code), and (b) but for this sentence, be subject
to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Employer shall cause to be determined,
before any amounts of the Payment are paid to the Employee, which of the following alternative forms of payment would maximize the Employee’s
after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of
only a part of the Payment so that the Employee receives that largest Payment possible without being subject to the Excise Tax (a “Reduced
Payment”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and
the Excise Tax (all computed at the highest marginal rate, net of the maximum reduction in federal income taxes which could be obtained
from a deduction of such state and local taxes), results in the Employee’s receipt, on an after-tax basis, of the greater amount
of the Payment, notwithstanding that all or some portion the Payment may be subject to the Excise Tax.


(b) 
The independent registered public accounting firm engaged by the Employer for general audit purposes as of the day prior to the date
the first Payment is due shall make all determinations required to be made under this Section 18. If the independent registered
public accounting firm so engaged by the Employer is serving as accountant or auditor for the individual, group or entity effecting the
transaction, the Employer shall appoint a nationally recognized independent registered public accounting firm to make the determinations
required hereunder. The Employer shall bear all expenses with respect to the determinations by such independent registered public accounting
firm required to be made hereunder.


(c) 
The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together
with detailed supporting documentation, to the Employer and the Employee at such time as requested by the Employer or the Employee. If
the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or
after the application of the Reduced Payment, it shall furnish the Employer and the Employee with an opinion reasonably acceptable to
the Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made
hereunder shall be final, binding and conclusive upon the Parties.


19. 
Consent to Jurisdiction; Forum Selection. This Agreement, for all purposes, shall be construed in accordance with the laws of
Texas without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall
be brought only in a state or federal court located in the state of Texas county of Harris. Nothing in this Section shall affect
the right of any party hereto to serve legal process in any manner permitted by law.


20. 
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be taken to be an original; but such counterparts shall together constitute one and the same document.


[Signature
Page Follows]









    	 	1	 



     


    

 


IN
WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Employer by its duly authorized officer, and by the Employee,
as of the date first above written.


EMPLOYER:


CLINIGENCE
HOLDINGS, INC.:


By:
/s/ Mike Bowen


Printed
Name: Mike Bowen


Its:Chief
Financial Officer


Date:1/19/2022


EMPLOYEE:


/s/
Warren Hosseinion


Printed
Name: Warren Hosseinion, M.D.


Date:1/19/2022









    	 	2	 



     


    

 


EXHIBIT
A


Release
of Claims


I,
_____________ in consideration of and subject to the performance by Clinigence Holdings, Inc., a Delaware corporation (the “Company”)
of its obligations under the Employment Agreement, dated as of January 19, 2022 (as amended from time to time, the “Agreement”),
do hereby release and forever discharge as of the date of my execution of this release (this “Release”) the Company,
its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee
benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants
and agents of each of the foregoing in their official and personal capacities (collectively, the “Released Parties”)
to the extent provided below.


		1.	I
                                            understand that any payments or benefits paid or granted to me under Section 5(b)
                                            of the Agreement represent, in part, consideration for signing this Release and are not salary,
                                            wages or benefits to which I was already entitled. Such payments and benefits will not be
                                            considered compensation for purposes of any employee benefit plan, program, policy or arrangement
                                            maintained or hereafter established by the Company or its affiliates.



		2.	Releases.



 


(a) 
I knowingly and voluntarily (on behalf of myself, my spouse, my heirs, executors, administrators, agents and assigns, past and present)
fully and forever release and discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions,
causes of action, cross claims, counterclaims, demands, debts, liens, contracts, covenants, suits, rights, obligations, expenses, judgments,
compensatory damages, liquid damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, orders
and liabilities of whatever kind of nature, in law and in equity, in contract of in tort, both past and present (through the date this
General Release becomes effective and enforceable) and whether known or unknown, vested or contingent, suspected, or claimed, against
the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which
arise out of or relate to my employment with, or my separation or termination from, the Company up to the date of my execution of this
Release (including, but not limited to, any allegation, claim of violation arising under: Title VII of the Civil Rights Act of 1964,
as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit
Protection Act), the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act
of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards
Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local
state or federal law, regulation or ordinance; or under any public policy, contract of tort, or under common law; or arising under any
policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of the Agreement, infliction of emotional
distress or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (collectively,
the “Claims”).


For
the purpose of implementing a full and complete release, Employee agrees that this Agreement is intended to include all claims, if any,
that Employee may have against the Company, and that this Agreement extinguishes those claims.


		3.	I
                                            represent that I have made no assignment of transfer of any right, claim, demand, cause of
                                            action, or other matter covered by Section 2 above.



		4.	In
                                            signing this Release, I acknowledge and intend that it shall be effective as a bar to each
                                            and every one of the claims, demands and causes of action herein above mentioned or implied.
                                            I expressly consent that this Release shall be given full force and effect according to each
                                            and all of its express terms and provisions, including those relating to unknown and unsuspected
                                            claims up to the date of my execution of this Release, if any, as well as those relating
                                            to any other claims hereinabove mentioned. I acknowledge and agree that this waiver is an
                                            essential and material term of this Release and that without such waiver the Company would
                                            not have agreed to the terms of the Agreement. I further agree that in the event I should
                                            bring a claim seeking damages against the Company, this Release shall serve as a complete
                                            defense to such claims as to my rights and entitlements. I further agree that I am not aware
                                            of any pending charge or complaint of the type described in Section 2 above as of
                                            the date of my execution of this Release.



		5.	I
                                            agree that neither this Release, nor the furnishing of the consideration for this Release,
                                            shall be deemed or constructed at any time to be an admission or acknowledgement by the Company,
                                            any Released Party or myself of any improper or unlawful conduct.



		6.	I
                                            agree and acknowledge that the provisions, conditions, and negotiations of this Release are
                                            confidential and agree not to disclose any information regarding the terms, conditions and
                                            negotiations of this Release, nor transfer any copy of this Release to any person or entity,
                                            other than my immediate family and any tax, legal or other counsel or advisor I have consulted
                                            regarding the meaning or effect hereof or as required by applicable law, and I will instruct
                                            each of the foregoing not to disclose the same to anyone.



		7.	Notwithstanding
                                            anything in the Release to the contrary, nothing in this Release shall be deemed to affect,
                                            impair, relinquish, diminish, or in any way affect any rights or claims in any respect to
                                            (i) any vested rights or other entitlements that I may have as of the date of my execution
                                            of this Release under the Company’s 401(k) plan; (ii) any other vested rights or other
                                            entitlements that I may have as of the date of my execution of this Release under any employee
                                            benefit plan or program, in which I participated in my capacity as an employee of the Company;
                                            (iii) my rights under the Agreement; or (iv) my rights under the Release.



		8.	I
                                            understand that I continue to be bound by Section 6 of the Agreement.



		9.	Whenever
                                            possible, each provision of this Release shall be interpreted in such a manner as to be effective
                                            and valid under applicable law, but if any provisions of this Release are held to be invalid,
                                            illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
                                            such invalidity, illegality or unenforceability shall not affect any other provision or any
                                            other jurisdiction, but this Release shall be reformed, construed and enforced in such jurisdiction
                                            as if such invalid, illegal or unenforceable provisions had never been contained herein.



		10.	This
                                            Release shall be governed by and construed in accordance with the laws of the State of Florida,
                                            without giving effect to the conflict of laws principles of the State of Florida.






BY
SIGNING THIS RELEASE, I REPRESENT AND AGREE THAT:


		(i)	I
                                            HAVE READ IT CAREFULLY;



		(ii)	I
                                            UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT
                                            NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED;



		(iii)	I
                                            VOLUNTARILY CONSENT TO EVERYTHING IN IT;



		(iv)	THE
                                            COMPANY IS HEREBY ADVISING ME TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT, I HAVE HAD
                                            THE OPPORTUNITY TO SO CONSULT, AND HAVE AVAILED MYSELF OF SUCH ADVICE TO THE EXTENT I HAVE
                                            DEEMED NECESSARY TO MAKE A VOLUNTARY AND INFORMED CHOICE TO EXECUTE THIS RELEASE;



		(v)	I
                                            HAVE HAD AT LEAST TWENTY ONE (21) DAYS [45 DAYS IN CONNECTION WITH A GROUP TERMINATION OR
                                            EXIT INCENTIVE PLAN] FOLLOWING THE DATE OF TERMINATION OF MY EMPLOYMENT TO CONSIDER THIS
                                            RELEASE;



		(vi)	CHANGES
                                            TO THIS RELEASE, WHETHER MATERIAL OR IMMATERIAL, DO NOT RESTART THE RUNNING OF THE 21- DAY
                                            [OR 45 DAY] CONSIDERATION PERIOD;



		(vii)	I
                                            UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT, SUCH
                                            REVOCATION TO BE RECEIVED IN WRITING BY THE COMPANY BY THE END OF THE SEVENTH DAY AFTER THE
                                            DATE HEREOF, AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION
                                            PERIOD HAS EXPIRED;



		(viii)	I
                                            HAVE SIGNED THIS RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED
                                            TO ADVISE ME WITH RESPECT TO IT; AND



		(ix)	I
                                            AGREE THAT THE PROVISIONS OF THIS RELEASE MAY NOT BE AMENDED, WAIVED OR MODIFIED EXCEPT BY
                                            AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.



 


DATED
AS OF __________, 20___


Warren
Hosseinion, M.D.