Exhibit 10.1


 


 


 


 


 


 


 


 


 


 


 


SHARE
EXCHANGE AGREEMENT


 


by
and among


 


iNeedMD
Holdings, Inc.,


a
Nevada corporation


 


Mediplex
Alliances Inc.,


a
Delaware corporation


 


and


 


Jonathan
Loutzenhiser and Darryl Cleveland,


the
sole shareholders of


Mediplex
Alliances Inc.


 


Dated
as of March 16, 2016


 


 


 


 


 


 


 


 


 


 






    


     


    

 





SHARE
EXCHANGE AGREEMENT


 


This
SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 16, 2016 by and among iNeedMD Holdings, Inc.,
a Nevada corporation located at 650 First Avenue, 3rd Floor, New York, New York 10016 (the “Company”),
Mediplex Alliances Inc., a Delaware corporation located at 4438 Cole Avenue, Dallas, Texas 75205 (“Mediplex”), and
Jonathan Loutzenhiser and Darryl Cleveland, individuals and the sole shareholders of Mediplex (the “Shareholders”
and together with the Company and Mediplex, the “Parties” and each, a “Party”).


 


WHEREAS,
the Shareholders own 100% of the outstanding shares of common stock in Mediplex representing 100% of the equity interest in Mediplex
in accordance with Schedule I attached hereto (the “Shares”);


 


WHEREAS,
the Shareholders believe that it is in their best interests to exchange (the “Exchange”) all of the Shares for the
Exchange Shares (as defined herein);


 


WHEREAS,
the Company believes it is in its best interests and that of its shareholders to acquire all of the Shares in exchange for the
issuance of the Exchange Shares, all upon the terms and subject to the conditions set forth in this Agreement; and


 


WHEREAS,
it is the intention of the Parties that the Exchange qualify as a tax-free organization under Section 368(a)(1)(B) of the United
States Internal Revenue Code of 1986, as amended, and a transaction in securities exempt from registration or qualification under
the Securities Act of 1933, as amended (the “Securities Act”).


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth
and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, the Parties hereby agree
as follows:


 


ARTICLE
I


 


SHARE
EXCHANGE


 


Section
1.01Incorporation of Recitals. The recitals set forth hereinabove are incorporated herein by reference with the
same force and effect as if fully set forth hereinafter.


 


Section
1.02The Exchange.


 


(a)
On the terms and subject to the conditions set forth in this Agreement, the Shareholders shall assign, transfer and deliver, free
and clear of all liens, all of the Shares to the Company, in exchange for the issuance of that certain number of shares (the “Exchange
Shares”) of common stock of the Company, par value $0.001 per share such that at the Closing (as defined below) of the Agreement,
Mediplex shall be a wholly owned subsidiary of the Company.



 


(b)
Pursuant to the Exchange, the Company shall issue to the Shareholders pro-rata in accordance with their ownership in Mediplex
(i) 2,500,000 shares of common stock of the Company valued at $1.00 per share on the Closing Date (as defined below) subject to
a Clawback (as defined in Section 5.01 below) by the Company and (ii) 2,500,000 shares of common stock of the Company valued at
$1.00 per share on the six-month anniversary of the Closing Date subject to a Clawback by the Company (collectively, (i) and (ii)
the “Closing Shares”).


 



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Section
1.03 Anti-Dilution of Closing Shares. If, at any time during the 12 months after the Closing Date, the Company
consummates a financing transaction in the amount of at least $1,000,000 and the Company sells or grants any option to purchase
any common stock or common stock equivalents entitling any Person (as defined herein) to acquire shares of common stock of the
Company at an effective price per share that is lower than $1.00, then the Shareholders shall be entitled to the issuance of additional
shares of common stock of the Company, subject to the Clawback (as defined in Section 5.01 below), in order to maintain their
ownership interest solely in the Closing Shares; provided however, that no adjustment will be made in respect of any Excepted
Issuances. “Excepted Issuances” means (i) the Company’s issuance of common stock in full or partial consideration
in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets
of a corporation or other entity, so long as such issuances are not for the purpose of raising capital and which holders of such
securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection
with strategic license agreements and other partnering arrangements, so long as such issuances are not for the purpose of raising
capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s
issuance of common stock or the issuances or grants of options to purchase common stock to employees, directors, and consultants,
pursuant to employee stock option plans, or (iv) securities upon the exercise or exchange of or conversion of any securities exercisable
or exchangeable for or convertible into shares of common stock issued and outstanding as of the Closing Date.


 


Section
1.04 Milestone Issuances. Upon achievement of the accrued revenue milestones set forth below prior to the end
of the 2018 fiscal year, the Company shall issue to the Shareholders, pro-rata in accordance with their ownership in Mediplex,
shares of common stock of the Company, as follows:


 


		1.	upon
                                         revenues attributable to the business of Mediplex (as reflected on the Company’s
                                         financial statements prepared in accordance with GAAP (as defined below)) first reaching
                                         $7,500,000, 5,000,000 shares of common stock of the Company;



		2.	upon
                                         revenues attributable to the business of Mediplex (as reflected on the Company’s
                                         financial statements prepared in accordance with GAAP) first reaching $15,000,000, $5,000,000
                                         of common stock of the Company as determined using the Milestone Valuation (as defined
                                         below);



		3.	upon
                                         revenues attributable to the business of Mediplex (as reflected on the Company’s
                                         financial statements prepared in accordance with GAAP) first reaching $20,000,000, $5,000,000
                                         of common stock of the Company as determined using the Milestone Valuation; and



		4.	upon
                                         revenues attributable to the business of Mediplex (as reflected on the Company’s
                                         financial statements prepared in accordance with GAAP) first reaching $25,000,000, $5,000,000
                                         of common stock of the Company as determined using the Milestone Valuation.



 






    	 	2	 



     


    

 


“Milestone
Valuation” shall mean the amount obtained by dividing $5,000,000 by the volume-weighted average price (“VWAP”)
on the OTC Markets OTCQB Marketplace, or applicable trading market (the “OTCQB”) as reported by Bloomberg L.P. of
the Company’s common stock in the five (5) Trading Days (as defined below) immediately prior to the Determination Date (as
defined below), or, if the OTCQB is not the principal trading market for the Company’s Common Stock, the closing bid price
of such security on the principal securities exchange or trading market where the Company’s common stock is listed or traded..
“Trading Day” shall mean any day on which the Company’s common stock is tradable for any period on the OTCQB,
or on the principal securities exchange or other securities market on which the Company’s common stock is then being traded.
“Determination Date” shall mean the date that is one day after the filing of the Company’s quarterly report
on Form 10-Q or annual report on Form 10-K for the period in which the relevant milestone was achieved. For the avoidance of doubt,
no stock shall be issued for milestones achieved after the end of the 2018 fiscal year.


 


Section
1.05Mediplex Liabilities Extinguished and Agreements Rescinded.


 


(a)
Recognizing the need to extinguish all existing liabilities of Mediplex prior to the Closing Date, the Company has indicated it
will not enter into this Agreement unless Mediplex has arranged for the payment and discharge of all of Mediplex’s liabilities,
contingent or otherwise, including all of Mediplex’s accounts payable. Accordingly, Mediplex shall arrange for the payment
and discharge of all such liabilities.


 


(b)
Except for the employment agreement dated January 1, 2016, by and between Mediplex and Jonathan Loutzenhiser, all agreements entered
into by Mediplex including sales contracts, employment agreements, management contracts, distribution agreements, consulting agreements,
letters of intent (LOIs) for individuals and/or organizations and any related agreements and obligations of Mediplex shall be
rescinded prior to the Closing Date (the “Mediplex Agreements”). Subsequent to the Closing Date, the Mediplex Agreements
shall be revised and renegotiated with terms and conditions mutually acceptable by the Parties (the “Revised Mediplex Agreements”).
The Parties acknowledge and agree that the Company’s shares of common stock to be issued as compensation for services pursuant
to the Revised Mediplex Agreements shall be transferred from Jonathan Loutzenhiser.


 


Section
1.06Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”)
shall take place on such date that all conditions precedent and obligations of the Parties to consummate such Transactions contemplated
hereby are satisfied or waived, at such location to be determined by the Company or such other date and time as the Parties may
mutually determine (the “Closing Date”).


 



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ARTICLE
II


 


REPRESENTATIONS AND WARRANTIES
OF mediplex and the Shareholders


 


Mediplex
and the Shareholders represent and warrant to the Company, jointly and severally, that, as of the date hereof, except for those
representations and warranties that speak of a different date:


 


Section
2.01.Organization, Standing and Corporate Power. Mediplex is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority to carry
on its business as now being conducted. Mediplex is duly qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate)
would not have a Material Adverse Effect. As used herein the term “Material Adverse Effect” or “Material Adverse
Change” shall mean any change or effect that either individually or in the aggregate with all other such changes or effects
is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of the
Parties taken as a whole.


 


Section
2.02Subsidiaries. As of the date hereof, Mediplex has no subsidiaries.


 


Section
2.03Capital Structure. The issued and outstanding equity of Mediplex consists of 500 shares of common stock, par
value $0.0001 per share, held by two (2) shareholders as listed on the Company’s books and records and set forth on Schedule
I attached hereto. Mediplex has no other securities of any nature issued, reserved for issuance or outstanding. All outstanding
shares of Mediplex common stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive
rights.


 


Section
2.04Authorization, Enforceability, Non-Contravention. Mediplex has the requisite power and authority to enter into
this Agreement and to consummate the Exchange. The execution and delivery of this Agreement by Mediplex and the consummation by
Mediplex of the transactions contemplated hereby have been duly authorized by all necessary company action on the part of Mediplex.
This Agreement has been duly executed and delivered by Mediplex and constitutes a valid and binding obligation of Mediplex, enforceable
against Mediplex in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in
any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under,
or result in the creation of any material lien upon any of the properties or assets of Mediplex. The execution and delivery of
this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary company
action, including action by the Shareholders, as required by applicable law and this Agreement has been duly executed by authorized
signatories;


 


Section
2.05Books and Records. The minute books and other similar records of Mediplex contain complete and accurate records
of all actions taken at any meetings of Mediplex, board of directors or any committee thereof and of all written consents executed
in lieu of the holding of any such meeting. The books and records of Mediplex, as previously made available to the Company, accurately
reflect the assets, liabilities, business, financial condition and results of operations of Mediplex and have been maintained
in accordance with good business and bookkeeping practices.


 



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Section
2.06Permits. Mediplex has each license, franchise, permit, certificate, approval or other similar authorization
required in connection with the conduct of, or otherwise affecting or relating in any way to, the business (the “Permits”).
The Permits are valid and in full force and effect; Mediplex is not in default, and no condition exists that with notice or lapse
of time could constitute a default, under the Permits; no proceedings are pending or threatened to revoke or amend any Permit;
the Permits are freely assignable; and none of the Permits shall be terminated or impaired or become terminable, in whole or in
part, as a result of the transactions contemplated by this Agreement; and


 


Section
2.07Litigation; Labor Matters; Compliance with Laws.


 


(i)
To the actual knowledge of the Shareholders, there is no suit, action or proceeding or investigation pending or threatened against
or affecting Mediplex or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect or prevent, hinder or materially delay the ability of Mediplex
to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of
any governmental entity or arbitrator outstanding against Mediplex having, or which, insofar as reasonably could be foreseen by
Mediplex, in the future could have, a Material Adverse Effect.


 


(ii)
To the actual knowledge of the Shareholders, the conduct of the business of Mediplex complies with all statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.


 


Section
2.08Absence of Certain Changes or Events. Mediplex has conducted its business only in the ordinary course consistent
with past practice in light of its current business circumstances, and there is not and has not been: (i) any Material Adverse
Change with respect to Mediplex; (ii) any condition, event or occurrence which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect or give rise to a Material Adverse Change with respect to Mediplex; (iii) any condition,
event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Mediplex to consummate
the transactions contemplated by this Agreement.


 


Section
2.09Tax Returns and Tax Payments. Mediplex has timely filed all tax returns required to be filed by it, have paid
all taxes shown thereon to be due and have provided adequate reserves in their financial statements for any taxes that have not
been paid, whether or not shown as being due on any returns. No material claim for unpaid taxes have been made or have become
a material lien against the property of Mediplex or is being asserted against Mediplex, no audit of any tax return of Mediplex
is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any taxes has been
granted by Mediplex and is currently in effect.


 



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Section
2.10Environmental Matters. To the actual knowledge of Mediplex, Mediplex is in compliance with all applicable Environmental
Laws except for such violation thereof would not have a Material Adverse Effect. “Environmental Laws” means all applicable
federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination,
pollution or protection of human health or the environment, and similar state laws.


 


Section
2.11Material Contract Defaults. Mediplex is not, or has not, received any notice or have any knowledge that any
other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse
of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “Material
Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which Mediplex is
a party (i) with expected receipts or expenditures in excess of $100,000, (ii) requiring Mediplex to indemnify any Person, (iii)
granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more,
including guarantees of such indebtedness, or (v) which, if breached by Mediplex in such a manner would (A) permit any other party
to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim
money damages (either individually or in the aggregate with all other such claims under that contract) from Mediplex or (C) give
rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement
or commitment.


 


Section
2.12 Properties. Mediplex has good, clear and marketable titles to all the tangible properties and tangible assets
owned by Mediplex or acquired after the date thereof which are, individually or in the aggregate, material to Mediplex’s
business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and
clear of all liens.


 


Section
2.13Trademarks and Related Contracts.


 


(i)
Except as disclosed in this Agreement, Mediplex (i) owns or has the right to use, free and clear of all material liens, claims
and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing
used in or necessary for the conduct of its business as now conducted or proposed to be conducted without infringing upon or otherwise
acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing and (ii) is not obligated
or under any liability to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant
to, any patent, trademark, service mark, trade name, copyright or other intangible asset, with respect to the use thereof or in
connection with the conduct of its business or otherwise.


  


(ii)
Mediplex owns and has the unrestricted right to use all trade secrets, if any, including know-how, negative know-how, formulas,
patterns, programs, devices, methods, techniques, inventions, designs, processes, computer programs and technical data and all
information that derives independent economic value, actual or potential, from not being generally known by competitors (collectively,
“intellectual property”) required for or incident to the development, operation and sale of all products and services
sold by Mediplex, free and clear of any right, lien or claim of others; provided, however, the possibility
exists that other Persons, completely independent of Mediplex or its employees or agents, could have developed intellectual property
similar or identical to that of Mediplex. Except as disclosed in the Agreement, the Shareholders are not aware of any such development
of substantially identical trade secrets or technical information by others.


 



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Section
2.14Certain Employee Payments. Mediplex is not party to any employment agreement which could result in the payment
to any current, former or future director or employee of Mediplex of any money or other property or rights or accelerate or provide
any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement,
whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning
of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration
or provision to be triggered.


  


Section
2.15Undisclosed Liabilities. To its actual knowledge, Mediplex does not have any liability (whether known or unknown,
whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for those liabilities
which arise under (a) liabilities shown on the Financial Statements (as defined below) (b) liabilities which have arisen since
the date of the Financial Statements in the ordinary course of business which do not exceed $5,000.00 in the aggregate and (c)
contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on
a balance sheet.


 


Section
2.16Powers of Attorney. There are no outstanding powers of attorney executed on behalf of Mediplex.


  


Section
2.17Certain Business Relationships with Affiliates. No Affiliate
(as defined below) of Mediplex (a) owns any property or right, tangible or intangible, which
is used in the business of Mediplex, (b) has any claim or cause of action against Mediplex,
or (c) owes any money to, or is owed any money by Mediplex. As used herein, the term Affiliate means, with respect to any Person,
any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of
this definition, “control,” when used with respect to any specified person, means the power to direct or cause the
direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities
or by contract or otherwise, and the terms “controlling” and “controlled by” have correlative meanings
to the foregoing.


 


Section
2.18Financial Information. Attached hereto as Schedule 2.18 are the following financial statements of Mediplex
as of January 2015 (collectively, the “Financial Statements”): (i) unaudited balance sheet, (ii) statement of cash
flows, and (iii) profit and loss. To its actual knowledge, the Financial Statements were prepared in accordance with GAAP, are
true and correct in all material respects as of the respective dates thereof and for the periods referred to therein and are consistent
with the books and records of Mediplex, which books and records are complete, and accurate.


 



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The
term “actual knowledge,” as used herein shall mean the actual current knowledge of the Shareholders, without any duty
of investigation or inquiry.


 


ARTICLE
III


 


Representations
and Warranties of  THE Shareholders


 


The
Shareholders represent and warrant to the Company that, as of the date hereof, except for those representations and warranties
that speak of a different date:


 


Section
3.01Good Title. The Shareholders are the record and beneficial owners, and have good title to, the Shares, with
the full right and authority to sell and deliver such Shares, free and clear of any and all liens, encumbrances, pledges, security
interests, claims, charges, options, rights of first refusal, proxies, voting trusts, or agreements, transfer restrictions under
any equity holder or similar agreement or any other restriction or limitation whatsoever, including any contract granting any
of the foregoing (collectively, the “Title Liens”), to the Company pursuant to the Exchange. The Company, as the new
owner of such Shares, will receive good title to such Shares, free and clear of all Title Liens.


 


Section
3.02Power; Enforceability. The Shareholders are of majority age and have the legal capacity to execute and deliver
this Agreement and consummate the transactions contemplated hereby, and to perform their obligations under this Agreement. This
Agreement constitutes a legal, valid, and binding obligation of the Shareholders, enforceable against the Shareholders in accordance
with its terms, except as may be limited by bankruptcy, moratorium or other similar laws affecting the enforcement of creditors’
rights generally, or principles of equity.


 


Section
3.03No Conflicts. The execution and delivery of this Agreement by the Shareholders and the performance by the Shareholders
of their obligations hereunder in accordance with the terms hereof (i) will not require the consent of any third party or governmental
entity under any laws, (ii) will not violate any laws applicable to the Shareholders or the Shares and (iii) will not violate
or breach any contractual obligation to which the Shareholders are a party or under which the Shares are bound.


 


Section
3.04Acquisition of the Exchange Shares for Investment.


 


(a)
Purchase Entirely for Own Account. The Exchange Shares proposed to be acquired by the Shareholders hereunder will be acquired
for investment for the Shareholders’ own account and not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and the Shareholders have no present intention of selling, granting any participation in or otherwise distributing
the Exchange Shares, except in compliance with applicable securities laws. The Shareholders further represent that they do not
have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person
with respect to the Exchange Shares. For purposes of this Agreement, “Person” means any individual, partnership, corporation,
association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department,
agency or political subdivision thereof) or other entity.


 






    	 	8	 



     


    

 


(b)
The Shareholders (i) can bear the economic risk of their investment and (ii) possesses such knowledge and experience in financial
and business matters that they are capable of evaluating the merits and risks of their investment in the Company and its securities.


 


(c)
The Shareholders understand that the Exchange Shares are not registered under the Securities Act and that the issuance hereof
to the Shareholders are intended to be exempt from registration under the Securities Act pursuant to Regulation D promulgated
thereunder (“Regulation D”). The Shareholders are “accredited investors,” as such term is defined in Rule
501 of Regulation D or, if not an accredited investor, otherwise meets the suitability requirements of Regulation D and Section
4(a)(2) of the Securities Act. The certificates representing the Exchange Shares issued to the Shareholders shall be endorsed
with the following legends, in addition to any other legend required to be placed thereon by applicable Securities Laws (as defined
herein):


 


“THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT of
1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.”


 


“TRANSFER
OF THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL
THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR
AN EXEMPTION THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.”


 


(d)
The Shareholders acknowledge that neither the Securities and Exchange Commission, nor the securities regulatory body of any state
or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations
made in this Agreement.


 


(e)
The Shareholders acknowledge that they have carefully reviewed such information as they have deemed necessary to evaluate an investment
in the Company and its securities. To the full satisfaction of the Shareholders, they have been furnished all materials that they
have requested relating to the Company and the issuance of the Exchange Shares hereunder. Notwithstanding the foregoing, nothing
herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement,
on which the Shareholders have relied in making an exchange of the Shares for the Exchange Shares.


 






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(f)
The Shareholders understand that the Exchange Shares may not be sold, transferred, or otherwise disposed of without registration
under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the
Exchange Shares or any available exemption from registration under the Securities Act, the Exchange Shares may have to be held
indefinitely and the Shareholders further acknowledge that the Exchange Shares may not be sold pursuant to Rule 144 promulgated
under the Securities Act unless all of the conditions of Rule 144 are satisfied, including, without limitation, the Company’s
compliance with the reporting requirements under the Exchange Act.


 


Section
3.05Additional Legend; Consent. Additionally, the Exchange Shares will bear any legend required by the “blue
sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended
and the Shareholders consent to the Company making a notation on its records or giving instructions to any transfer agent of the
Exchange Shares in order to implement the restrictions on transfer of the Exchange Shares.


 


ARTICLE
IV


 


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY 


 


The
Company represents and warrants to Mediplex and the Shareholders that, as of the date hereof, except for those representations
and warranties that speak of a different date:


 


Section
4.01Organization, Standing and Corporate Power of the Company. The Company is duly incorporated, validly existing
and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its
business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction
in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary,
other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not
have a Material Adverse Effect with respect to the Company.


 


Section
4.02Subsidiaries.


 


(i)
The Company has no subsidiaries other than iNeedMD, Inc., a Delaware corporation (“iNeedMD”). iNeedMD is an entity
duly organized, validly existing and in good standing under the laws of the State of Delaware. As of December 17, 2015, iNeedMD
is the operating subsidiary of the Parent. The Parent has delivered or made available to Mediplex complete and accurate copies
of the charter, bylaws or other organizational documents of iNeedMD. iNeedMD is owned by the Company free and clear of any restrictions
on transfer (other than restrictions under the Securities Act and state securities laws), claims, security interests, options,
warrants, rights, contracts, calls, commitments, equities and demands. Except for 400 shares of preferred stock issued and outstanding,
there are no outstanding stock appreciation, phantom equity or similar rights with respect to iNeedMD. There are no voting trusts,
proxies or other agreements or understandings with respect to the voting of any equity interests of iNeedMD.


 



    	 	10	 



     


    

 


(ii)
At all times through the date of this Agreement, the business and operations of the Company have been conducted exclusively through
the Parent and iNeedMD.


 


(iii)
The Company does not control directly or indirectly or have any direct or indirect participation or similar interest in any corporation,
partnership, limited liability company, joint venture, trust or other business association which is not a Subsidiary.


 


Section
4.03Capital Structure. The authorized capital stock of the Company consists of (i) 65,000,000 shares of common
stock, $0.001 par value, of which 51,270,176 shares are issued and outstanding as of the date hereof, (ii) 10,000,000 shares of
preferred stock, $0.001 par value, of which 0 shares are issued and outstanding as of the date hereof. There are no outstanding
bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into,
or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except
for 1,500,000 warrants issued and outstanding, exercisable for five years at an exercise price of $0.50 per share, there are no
outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to
which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued,
delivered or sold, additional common stock of the Company or other equity or voting securities of the Company or obligating the
Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement
or undertaking.  There are no outstanding contractual obligations, commitments, understandings or arrangements of the
Company to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Company or any other
securities of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register
the Company’s common stock or other securities under the Securities Act or other agreements or arrangements with or among
any holders of the Company or with respect to any securities of the Company.


 


Section
4.04Authority; Non-Contravention. The Company has all requisite authority to enter into this Agreement and to consummate
the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation
by the Company of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by
all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by and constitutes
a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement
will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any
obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets
of the Company under, (i) the Articles of Incorporation or bylaws of the Company or the comparable charter or organizational documents
of IneedMD, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise or license applicable to the Company or their respective properties or assets, or (iii) subject to the governmental
filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation
or arbitration award applicable to the Company or their respective properties or assets, other than, in the case of clauses (ii)
and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could
not have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay the ability of
the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or
registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to the Company
in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company, as the case
may be, of any of the transactions contemplated by this Agreement, except, as required, such other consents, approvals, orders,
authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various
states.


 



    	 	11	 



     


    

 


Section
4.05 Litigation; Labor Matters; Compliance with Laws.


 


(i)
Except as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 16, 2015, there is no suit, action or proceeding or investigation pending or threatened against or affecting the Company
or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect with respect to the Company or prevent, hinder or materially delay the ability of the
Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or
order of any governmental entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be
foreseen by the Company, in the future could have, any such effect.


 


(ii)
The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding
with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor
practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any
strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a
Material Adverse Effect with respect to the Company.


 


(iii)
The conduct of the business of the Company complies with all statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees or arbitration awards applicable thereto.


 


ARTICLE
V


 


COVENANTS




 


Section
5.01Clawback of the Closing Shares. If, on the first anniversary of the Closing Date, revenues prepared in accordance
with generally accepted accounting principles (“GAAP”) attributable to the business acquired from Mediplex for the
12-month period ending on the last day of the month preceding the date of such first anniversary are not greater than $2,500,000
for the 12-month period ending on the last day of the month preceding the date hereof (the “Mediplex Year 1 Revenues”),
then the Closing Shares shall be forfeited by Mediplex, and cancelled by the Company, as soon as practicable following the determination
of the Mediplex Year 1 Revenues and the comparison (the “Clawback”).


 



    	 	12	 



     


    

 


Section
5.02Securities Law Compliance. Each of the Company and Mediplex understand and agree that the consummation of this
Agreement, including the issuance of the Exchange Shares to the Shareholders in exchange for the Shares upon Closing as contemplated
hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Each of the Company
and Mediplex agree that such transactions shall be consummated in reliance on exemptions from the registration requirements of
such statutes, which depend, among other items, on the circumstances under which such securities are acquired. Furthermore, in
connection with the transactions contemplated by this Agreement, the Company and Mediplex shall each file, with the assistance
of the other and their respective legal counsel, such notices, applications, reports or other instruments as may be deemed by
them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority
in the state where the Shareholders reside, unless an exemption requiring no filing is available in such jurisdiction, all to
the extent and in the manner as may be deemed by the Parties to be appropriate.


 


Section
5.03Commercially Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement,
each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable
to consummate and make effective, in the most expeditious manner practicable, the Exchange and the other transactions contemplated
by this Agreement. The Parties hereto will use their commercially reasonable best efforts and cooperate with one another (i) in
promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are
required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement
or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties,
including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations
as may be required to transfer the assets and related liabilities of the Company in the Exchange, in connection with the transactions
contemplated by this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection
therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. The Parties hereto shall mutually
cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Exchange.


 


Section
5.04Public Announcements. The Parties hereto will consult with each other before issuing, and provide each other
the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated
by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except
as may be required by applicable law or court process. The parties have to agree that the initial press release or releases to
be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance
thereof except as may be required by applicable law or court process.


 



    	 	13	 



     


    

 


Section
5.05President Appointment. Within 30 days from the Closing Date, the Board of Directors of the Company shall appoint
Jonathan Loutzenhiser as the President of the Company.


 


Section
5.06Board of Director Appointments. Within 30 days from the Closing Date, there shall be five members of the Board
of Directors of the Company consisting of (i) two directors appointed by the Company, (ii) Jonathan Loutzenhiser (iii) one director
appointed by Mediplex, and (iv) one independent director appointed upon mutual agreement by the Parties. The Company agrees that
it will nominate Jonathan Loutzenhiser as a member of the Board of Directors at the Company’s shareholder meetings in 2016
and 2017.


 


Section
5.07Further Assurances. Subject to the terms and conditions herein provided, each Party shall use its reasonable
best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.


 


ARTICLE
VI


 


INDEMNIFICATION


 


Section
6.01. The Shareholders shall indemnify and hold harmless the Company and its officers, directors, shareholders, employees,
attorneys, accountants, representatives and agents from and against any and all losses, damages, fees, costs, expenses, obligations
and liabilities (collectively, the “Liabilities”) or actions, investigations, inquiries, arbitrations, claims or other
governmental or administrative agency proceedings in respect thereof, including enforcement of this Agreement (collectively, the
“Actions” and together with the Liabilities, the “Losses”), arising out of or based on (i) any inaccuracy
in or any breach of any representation of Mediplex or the Shareholders contained in this Agreement, or misrepresentations made
hereunder or (ii) a material breach of any covenant or agreement of Mediplex or the Shareholders in this Agreement or any related
agreement.


 


Section
6.02. The Company shall indemnify the Shareholders from and against any and all Losses to which it may become subject arising
out of or based on (i) any inaccuracy in or any breach of any representation of the Company contained in this Agreement, or misrepresentations
made hereunder or (ii) a material breach of any covenant or agreement of the Company in this Agreement or any related agreement.


 


Section
6.03. Without limiting the foregoing, Losses include, but are not limited to, all reasonable legal fees, court costs and other
expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or
equity arising out of this Agreement.


 


Section
6.04. The indemnification provided for in this Article VI shall survive the consummation of the Transactions contemplated
hereby.


 






    	 	14	 



     


    

 


ARTICLE
VII


 


MISCELLANEOUS


 


Section
7.01Brokers. Each Party agrees that there were no finders or brokers involved in bringing
the Parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. Each Party agrees
to indemnify the other against any claim by any third Person for any commission, brokerage or finder’s fee arising from
the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third
Person, whether express or implied, from the actions of the indemnifying party.


 


Section
7.02Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.


 


Section
7.03Notices. All notices or other communications required or permitted by this Agreement shall be in writing and
addressed as follows: 


 


	 	If
    to iNeedMD Holdings, Inc.	iNeedMD
    Holdings, Inc.
	 	 	650
    First Avenue, 3rd Floor
	 	 	New
    York, New York 10016
	 	 	Attn:
    Thomas A. Nicolette, CEO
	 	 	 
	 	With
    Copies to:	Lucosky
    Brookman LLP
	 	 	101
    Wood Avenue South, 5th Fl
	 	 	Woodbridge,
    NJ 08830
	 	 	Attn:
    Joseph M. Lucosky
	 	 	 
	 	If
    to Mediplex Alliances, Inc:	Mediplex
    Alliances, Inc.
	 	 	4438
    Cole Avenue
	 	 	Dallas,
    Texas 75205
	 	 	Attn:
    Jonathan Loutzenhiser, President




 






    	 	15	 



     


    

 


	 	With
    Copies to:	Loeb
    & Loeb, LLP
	 	 	345
                                         Park Avenue

	 	 	New
    York, New York 10154
	 	 	Attn:
    Steven Olenick
	 	 	 
	 	If
    to the Shareholders:	Jonathan
    Loutzenhiser
	 	 	4438
    Cole Avenue
	 	 	Dallas,
    Texas 75205
	 	 	 
	 	With
    Copies to:	Loeb
    & Loeb, LLP
	 	 	345
    Park Avenue
	 	 	New
    York, New York 10154
	 	 	Attn:
    Steven Olenick

  


or
such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder.


 


Notice
shall be deemed to have been duly received:


 


(a)
if given email, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and
during normal business hours of the recipient, and otherwise on the next business day following transmission;


 


(b)
if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited
in the U.S. mail; and


 


(c)
if given by courier, messenger or other means, when received or personally delivered and, in any such case, addressed as indicated
herein, or to such other addresses as may be specified by any Party to the other Parties pursuant to notice given by such Party
in accordance with the provisions of this Section 6.03.


 


Section
7.04Attorneys Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure
relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs,
including, without limitation, reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting
any judgment rendered therein.


 


Section
7.05Third Party Beneficiaries. This contract is strictly between the Company, Mediplex,
and the Shareholders and, except as specifically provided, no other Person shall be deemed to be a third party beneficiary of
this Agreement.


 


Section
7.06Expenses. The Company shall bear the expenses, including legal, accounting and professional fees, incurred
in connection with this Agreement and any other agreements in connection therewith, the Exchange or any of the other transactions
contemplated hereby.


 



    	 	16	 



     


    

 


Section
7.07Entire Agreement. This Agreement and the related documents referenced herein represent the entire agreement
between the Parties relating to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations,
written or oral, with respect to such subject matter.


 


Section
7.08Survival; Termination. The representations, warranties and covenants of the respective Parties shall survive
the consummation of the transactions herein contemplated for a period of one year.


 


Section
7.09Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
and all of which taken together shall be but a single instrument. Signatures delivered by email shall be deemed original signatures.


 


Section
7.10Independent Counsel. Mediplex and the Shareholders acknowledge that they have been provided with an
opportunity to consult with their own legal counsel and tax or other advisors with respect to this Agreement.


 


Section
7.11Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law or in equity, and may be enforced concurrently therewith, and no waiver by any Party
of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore
or thereafter occurring or existing. This Agreement may by amended by a writing signed by all Parties, with respect to any of
the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may only be
extended by a writing signed by the Party or Parties for whose benefit the provision is intended.


 


[Signature
pages follow]


 






    	 	17	 



     


    

 





IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above hereunto duly authorized.


 


	 	INEEDMD
                                         HOLDINGS, INC.
	 	 	 
		By:	     
	 	 	Name:
                                         Thomas A. Nicolette
	 	 	Title:
                                           Chief Executive Officer



 


	 	MEDIPLEX
    ALLIANCES, INC.
	 	 	 
	 	By:	      
	 	 	Name:
    Jonathan Loutzenhiser
	 	 	Title:
      President
	 	 	 
	 	SHAREHOLDERS




 


	 	      
	 	jonathan
    loutzenhiser, individually


 


	 	      
	 	darryl
    r. cleveeland, individually


 







[Signature
page to the Agreement]





 






    	 	18	 



     


    

 


Schedule
I 


 


	Mediplex
    Shareholders	 	Amount
    of Mediplex Shares of Common Stock Issued and Outstanding	 	 	Percentage
    of Ownership	 
	Jonathan
    Loutzenhiser	 	 	495	 	 	 	99	%
	Darryl
    Cleveland	 	 	5	 	 	 	1	%
	Total	 	 	 	 	 	 	100	%



 






    	 	19	 



     


    

 


Schedule
2.18


 


Financial
Statements


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


20