CONFIDENTIAL


CLINIGENCE
HOLDINGS, INC.


SUBSCRIPTION
AGREEMENT


November
19, 2019


THE
SECURITIES OFFERED HEREBY ARE BEING OFFERED ONLY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SEE “PLAN OF DISTRIBUTION – INVESTOR SUITABILITY
REQUIREMENTS.”


THE
SECURITIES OFFERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD
THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS”









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If
you would like to invest in Units (as defined below) of Clinigence Holdings, Inc., please complete and return the attached documents
to the following:


Clinigence
Holdings, Inc.

55 Ivan Allen Jr. Blvd. NW, #875, Atlanta, GA 30308

Attn:Jacob Margolin


Before
you invest, please consult with your broker, investment adviser, attorney, accountant or other advisers regarding an investment
in the Company and its suitability for you. Your purchase of the Interest does not pay for or reimburse you for the fees and/or
expenses you incur for these professional services.


Remember
to complete all applicable sections of this Subscription Agreement along with a copy of your valid passport. If not completed
in full, this Subscription Agreement may be returned and rejected.


You
must pay the subscription amount at the time of Subscription to Clinigence Holdings, Inc. Unless the Company otherwise agrees,
payment of the subscription amount must be made by check or wire transfer in a single lump sum payment from a single account (rather
than two or more separate payments from one or more accounts) through or from a U.S. bank or a non-U.S. banking institution organized
within a country or territory that is a member of, or a country or territory that belongs to a regional organization that is a
member of, the Financial Action Task Force (the “FATF”). A list of FATF members is available on the FATF web site:
www.fatf-gafi.org.


(a)       Send
a check in payment for the amount subscribed (as indicated on the signature page of this Subscription Agreement) payable to “Clinigence
Holdings, Inc.” to:


Clinigence
Holdings, Inc.


55
Ivan Allen Jr. Blvd. NW, #875


Atlanta,
GA 30308

Attention: Jacob Margolin


OR


(b)       Wire
transfer that amount to:


Routing
No.: 122016066


Account
No.: 075-296-355


Bank:
City National Bank


Address:
3484 Central Ave., Riverside, CA 92506


Account
Name: Clinigence Holdings, Inc.


 


This
Subscription Agreement will be irrevocable by the prospective investor, unless the subscription is rejected or the Offering is
withdrawn, the subscriber will become an investor in the Offering. We or the Placement Agent may reject subscriptions for failure
to conform to the requirements of the Offering, incomplete or illegible documentation, oversubscription of the Offering or any
such other reason, whatsoever, as we and the Placement Agents, in their sole discretion, may determine.






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Please
complete and return the applicable paperwork based on the registration type below:


		☐	Corporate
                                         Account (Domestic)

                                         Certification of Accredited Investor

                                         Corporate Resolution

                                         Investor Information

                                         Valid government issued photo ID with signature

                                         W9



		☐	Corporate
                                         Account (International)

                                         Certification of Accredited Investor

                                         Certification for Non US Person Representations

                                         Corporate Minutes in English

                                         Corporate Resolution

                                         Investor Information

                                         Valid passport, including photo and signature

                                         W8-BEN



		☐	Individual
                                         Account (Domestic)

                                         Certification of Accredited Investor

                                         Investor Information

                                         Valid government issued photo ID with signature

                                         W9



		☐	Individual
                                         Account (International)

                                         Certification of Accredited Investor

                                         Certification for Non US Person Representations

                                         Investor Information

                                         Valid passport with photo and signature

                                         W8-BEN



		☐	Individual
                                         Retirement Account (IRA)

                                         Certification of Accredited Investor

                                         Investor Information

                                         Valid government issued photo ID with signature

                                         W9



		☐	Joint
                                         Account (2 or more investors)

                                         Certification of Accredited Investor

                                         Investor Information

                                         Valid government issued photo ID with signature

                                         W9 for each investor



		☐	Trust
                                         Account

                                         Certification of Accredited Investor

                                         Investor Information

                                         Trust Agreement, including names of trustees and signature pages

                                         Valid government issued photo ID with signature

                                         W9










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I,
the undersigned (the “Subscriber”), hereby irrevocably subscribe for investment units (each, a “Unit”)
of Clinigence Holdings, Inc., a Delaware corporation (the “Company”), with each Unit consisting of: (a) a 10% interest-bearing,
unsecured, convertible promissory note in the aggregate principal amount of $5,000 convertible into Conversion Shares at the Conversion
Price, and (b) a six-year warrant to purchase up to 2,500 Warrant Shares at the Exercise Price (the “Offering”). As
used in this Subscription Agreement, “Units” refers to the Units themselves and any shares of Common Stock, notes
or warrants issued or issuable as part of or underlying the Units, in each case as the context requires. Capitalized terms used
and not otherwise defined in this Subscription Agreement have the meanings respectively ascribed to them in the Confidential Private
Placement Memorandum dated October 23, 2019 (including the Appendices and Exhibits thereto, the “Memorandum”) relating
to the Company and the Offering.


I
understand that investment in the Units is an illiquid investment. In particular, I recognize that: (i) I must bear the economic
risk of investment in the Units for an indefinite period of time, since the Units have not been registered under the Securities
Act of 1933 (the “Securities Act”) and therefore cannot be sold unless either they are subsequently registered under
the Securities Act or an exemption from such registration is available and a favorable opinion of counsel for the Company to that
effect is obtained (if requested by the Company); (ii) the Units will be “restricted securities” as that term is defined
in Rule 144 under the Securities Act and, accordingly, that the Subscriber must hold the Units indefinitely unless they are subsequently
registered or qualified under the Securities Act and any other applicable securities law or exemptions from such registration
and qualification are available; (iii) no established market will exist and it is possible that no public market for the Units,
or any part thereof or any security underlying any part thereof, will develop; and (iv) Rule 144 is not currently available for
any sale of Units and will not be available for an extended period. I consent to the affixing by the Company of such legends on
certificates representing the Units (or any part thereof) as any applicable federal or state securities law or any securities
law of any other applicable jurisdiction may require from time to time, including, without limitation, legends stating that the
Units have not been registered or qualified under the Securities Act or any other securities law and setting forth the limitations
on dispositions imposed hereby.


I
represent and warrant to the Company that: (i) The financial information provided in this subscription agreement (the “Subscription
Agreement”) is complete, true and correct; (ii) I and my Investment Managers, if any, have carefully reviewed and understand
the risks of, and other considerations relating to, a purchase of Units, including, but not limited to, the risks set forth under
“Risk Factors” in the Memorandum; (iii) I and my Investment Managers, if any, have been afforded the opportunity to
obtain any information necessary to verify the accuracy of any representations or information set forth in the Memorandum and
have had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the
offering and sale of the Units and anything set forth in the Memorandum; (iv) neither I nor my Investment Managers, if any, have
been furnished any offering literature by the Company or any of its affiliates, associates or agents other than the Memorandum,
and the agreements referenced therein; and (v) I am acquiring the Units for which I am subscribing for my own account, as principal,
for investment and not with a view to the resale or distribution of all or any part of the Units.


I
acknowledge that the Company may be precluded from relying on Rule 506 under the Securities Act if a beneficial owner of 20% or
more of the Fund’s voting securities is subject to a disqualifying event provided in Rule 506(d) (each, a “Disqualifying
Event”). I further represent and warrant to the Company that if (1) the Subscriber or any beneficial owner of its Units
is or is reasonably likely to become subject to any Disqualifying Event, the Subscriber shall promptly notify the Company, regardless
of how many Units the Subscriber owns, (2) the Company notifies the Subscriber that its ownership is over or approaching the 20%
threshold, the Subscriber shall promptly provide any information reasonably requested by the Company to determine whether the
Subscriber or any beneficial owner of its Units is subject to any Disqualifying Event, and (3) at any time the Subscriber or any
beneficial owner of its Units holds 20% or more of the Company’s voting securities, regardless of whether it is so notified,
the Subscriber hereby agrees to waive such portion of the Subscriber’s voting, consent or similar rights sufficient to reduce
its percentage of such rights to less than 20%.


I
acknowledge that I may receive or have access to confidential proprietary information concerning the Company, including, without
limitation, customers, suppliers, contracts, information regarding potential investments, financial information, trade secrets
and the like (collectively, “Confidential Information”), which is proprietary in nature and non-public. I agree that
I shall not disclose or cause to be disclosed any Confidential Information to any person or use any Confidential Information for
my own purposes or my own account, except in connection with my investment in the Company, and except as otherwise required by
any regulatory authority, law or regulation, or by legal process. Furthermore, I represent and warrant to the Company that I have
not reproduced, duplicated or delivered the Memorandum or this Subscription Agreement to any other person, except my professional
advisers or as instructed by the Company. Notwithstanding the foregoing, I (and each of my employees, representatives or other
agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (1) the Company
and (2) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to
the Subscriber relating to such tax treatment and tax structure.



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I
understand that the purchase price per Unit does not reimburse for any costs incurred by me for legal, tax, accounting or financial
advice, including fees paid to my purchaser representative, if any.


The
undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly
qualified to purchase and hold the Units, (ii) has obtained such additional tax and other advice that it has deemed necessary,
(iii) has its principal place of business at its residence address set forth in this Subscription Agreement, and (iv) has
not been formed for the specific purpose of acquiring the Units (although this may not necessarily disqualify the subscriber as
a purchaser). The persons executing this Subscription Agreement, as well as all other Agreements related to the Offering, represent
that they are duly authorized to execute all such Agreements on behalf of the entity. (If the undersigned is one of the aforementioned
entities, it agrees to supply any additional written information that may be required.)


All
of the information which I have furnished to the Company and which is set forth in this Subscription Agreement is correct and
complete as of the date of this Subscription Agreement. If any material change in this information should occur prior to my subscription
being accepted, I will immediately furnish the revised or corrected information. I further agree to be bound by all of the terms
and conditions of the Offering described in the Memorandum, this Subscription Agreement and the other documents and agreements
related thereto. I am the only person with a direct or indirect interest in the Units subscribed for by this Subscription Agreement.
I agree to indemnify and hold harmless the Company and its officers, directors and affiliates from and against all damages, losses,
costs and expenses (including reasonable attorneys’ fees) that they may incur by reason of the failure of the undersigned
to fulfill any of the terms or conditions of this Subscription Agreement or by reason of any breach of the representations and
warranties made by the undersigned herein or in any Agreement provided by the undersigned to the Company. This Subscription Agreement
is not transferable or assignable by me without the written consent of the Company. If more than one person is executing this
Subscription Agreement, the obligations of each shall be joint and several and the representations and warranties contained in
this Subscription Agreement shall be deemed to be made by, and be binding upon, each of these persons and his or her heirs, executors,
administrators, successors and assigns. This Subscription Agreement, upon acceptance by the Company, shall be binding upon my
heirs, executors, administrators, successors and assigns. This Subscription Agreement shall be construed in accordance with and
governed in all respects by the laws of the State of California.









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Units
in this Offering will be sold only to “Accredited Investors,” as defined in Regulation D under the 1933 Act,
and under other applicable securities laws and regulations, to purchase Units in this Offering. Please indicate by initialing
the category or categories that accurately describe the Subscriber’s situation [initial all applicable blanks]:


 


		___	(1)A
                                         natural person (not an entity) [initial appropriate blank(s)]:



		___	(a)
                                         whose individual net worth, or joint net worth with his or her spouse, at the time of
                                         his or her purchase exceeds $1,000,000, excluding from the net worth calculation
                                         both the fair market value of that person's primary residence and the amount of any debt
                                         secured by such residence up to its fair market value but including in that person’s
                                         liabilities the amount of any increase in the last 60 days in the debt secured by such
                                         residence (accordingly, both the portion of any debt secured by such primary residence
                                         that exceeds its fair market value and the amount of any increase in such debt in the
                                         last 60 days must be deducted, without double counting, in calculating the person's net
                                         worth), or



		___	(b)who
                                         had individual income in excess of $200,000 in each of the two most recent years or joint
                                         income with his or her spouse in excess of $300,000 in each of those years and has a
                                         reasonable expectation of reaching the same income level in the current year;



		___	(2)An
                                         employee benefit plan within the meaning of ERISA Title I [initial appropriate blank]:
                                         (a) if the investment decision is made by a Plan fiduciary, as defined in ERISA Section
                                         3(21), which is (i) ___ a bank, (ii) ___ a savings and loan association, (iii) ___ an
                                         insurance company or (iv) ___ a registered investment adviser, or (b) ___ if the Plan
                                         has total assets in excess of $5,000,000, or (c) ___ if the Plan is a self-directed plan,
                                         with investment decisions made solely by persons that are accredited investors;



		___	(3)A
                                         trust, other than a revocable trust described in category (4) below, with total
                                         assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
                                         securities of the Company being offered, whose purchase is directed by a person who has
                                         such knowledge and experience in financial and business matters that he or she is capable
                                         of evaluating the merits and risks of the prospective investment in the Company;



		___	(4)A
                                         revocable trust (i.e., a trust that may be amended or revoked by its grantors), of which
                                         all of the grantors are “accredited investors” (provided that any person
                                         claiming accredited investor status based on an individual net worth (or joint net worth
                                         with his or her spouse) in excess of $1,000,000 makes such net worth calculation in accordance
                                         with the formula in category (1) above);



		___	(5)A
                                         bank as defined in 1933 Act Section 3(a)(2) or a savings and loan association or other
                                         institution as defined in 1933 Act Section 3(a)(5)(A), whether acting in its individual
                                         or fiduciary capacity;



		___	(6)A
                                         broker or dealer registered pursuant to 1934 Act Section 15;



		___	(7)An
                                         insurance company as defined in 1933 Act Section 2(13);



		___	(8)An
                                         investment company registered under the ICA or a business development company as defined
                                         in ICA Section 2(a)(48);



		___	(9)A
                                         small business investment company licensed by the U.S. Small Business Administration
                                         under Section 301(c) or (d) of the Small Business Investment Act of 1958;



		___	(10)A
                                         private business development company as defined in Advisers Act Section 202(a)(22);




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		___	(11)An
                                         organization described in Code Section 501(c)(3), corporation, Massachusetts or similar
                                         business trust, partnership or limited liability company, not formed for the specific
                                         purpose of acquiring the securities of the Company being offered, or a plan established
                                         or maintained by a state or its political subdivisions or any agency or instrumentality
                                         of a state or its political subdivisions, for the benefit of its employees, in any such
                                         case with total assets in excess of $5,000,000 (in case of an organization described
                                         in Code Section 501(c)(3), such total assets include endowment, annuity and life income
                                         funds and are to be determined according to the Subscriber’s most recent audited
                                         financial statements);



		___	(12)A
                                         manager, director, executive officer or general partner of the Company or the Company;
                                         or



		___	(13)An
                                         entity in which all the equity owners are accredited investors.



Special
Note for Categories (2)(c), (4) or (13): If the Subscriber has indicated category (2)(c), (4) or (13) above, please list below
the names and categories of accreditation of each person making the investment decisions on behalf of the self-directed plan (category
(2)(c)), each grantor of a revocable trust (category 4) or each equity owner (category (13)) (attach additional pages if necessary):


	Person
    Making Investment Decision, Grantor or Equity Owner	Accredited

    Investor

    Category
	 

	 


	 

	 


	 

	 


	 

	 




Special
Note for Trusts, Limited Liability Companies, Partnerships and Certain Retirement Plans: The application of the “accredited
investor” categories to trusts (including Massachusetts or similar business trusts), limited liability companies, partnerships
and self-employed individual retirement plans is subject to complex regulatory interpretations and may differ under state and
federal law. Accordingly, such an entity attempting to qualify may be required to deliver additional information, including a
satisfactory opinion of its counsel.


I
certify that I am an Accredited Investor.


	Name	 	Name
	 	 	 
	Signature	 	Signature
	 	 	 
	Name and Title of Signatory (if the Investor is an entity):	 	Name and Title of Signature (if the Investor is an entity)




 


DEFINITIONS
USED IN THIS SUBSCRIPTION AGREEMENT


For
the purposes of this Subscription Agreement, the following terms shall have the meanings set forth below:


“Commodity
Interests” means commodity futures contracts, options on commodity futures contracts, and options on physical commodities
traded on or subject to the rules of:


		(i)	any
                                         contract market designated for trading such transactions under the Commodity Exchange
                                         Act, as amended (“CEA”) and the rules thereunder; or



		(ii)	any
                                         board of trade or exchange outside the United States, as contemplated in Part 30
                                         of the rules under the CEA.







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“Family
Company” means a company, partnership or trust that owns not less than $5,000,000 in “investments”
and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including
former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations,
charitable organizations or trusts established for the benefit of such persons.


“Financial
Contract” means any arrangement that:


		(i)	takes
                                         the form of an individually negotiated contract, agreement, or option to buy, sell, lend,
                                         swap, or repurchase, or other similar individually negotiated transaction commonly entered
                                         into by participants in the financial markets;



		(ii)	is
                                         in respect of securities, commodities, currencies, interest or other rates, other measures
                                         of value, or any other financial or economic interest similar in purpose or function
                                         to any of the foregoing; and



		(iii)	is
                                         entered into in response to a request from a counterparty for a quotation, or is otherwise
                                         entered into and structured to accommodate the objectives of the counterparty to such
                                         arrangement.



“Individual
income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive of any
income attributable to a spouse or to property owned by a spouse:


		(1)	the
                                         amount of any interest income received which is tax-exempt under Section 103 of
                                         the Internal Revenue Code of 1986, as amended, (the Code)



		(2)	the
                                         amount of the losses claimed as a limited partner in a limited partnership (as reported
                                         on Schedule E of IRS Form 1040)



		(3)	any
                                         deduction claimed for depletion under Section 611, et seq. of the Code and



		(4)	any
                                         amount by which income from long-term capital gains has been reduced in arriving at adjusted
                                         gross income pursuant to the provisions of Sections 1202 of the Internal Revenue
                                         Code as it was in effect prior to enactment of the Tax Reform Act of 1986.



“Investments”
means:


		(1)	Securities,
                                         other than securities of an issuer that controls, is controlled by, or is under common
                                         control with, the investor that owns such securities, unless the issuer of such securities
                                         is:



		(i)	an
                                         investment company or a company that would be an investment company but for the exclusions
                                         provided by Sections 3(c)(1) through 3(c)(9) of the Investment Company Act or the
                                         exemptions provided by Rule 3a-6 or 3a-7 promulgated under the Investment Company
                                         Act, or a commodity pool; or



		(ii)	a
                                         Public Company (as defined below); or



		(iii)	a
                                         company with shareholders’ equity of not less than $50,000,000 (determined in accordance
                                         with generally accepted accounting principles) as reflected on the company’s most
                                         recent (and in any event not more than sixteen months old) financial statements;



		(2)	Real
                                         estate held for investment purposes;



		(3)	Commodity
                                         Interests (as defined below) held for investment purposes;



		(4)	Physical
                                         Commodities (as defined below) held for investment purposes;




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		(5)	To
                                         the extent not securities, Financial Contracts (as defined below) entered into for investment
                                         purposes;



		(6)	In
                                         the case of an investor that is a company that would be an investment company but for
                                         the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company
                                         Act, or a commodity pool, any amounts payable to such investor pursuant to a firm agreement
                                         or similar binding commitment pursuant to which a person has agreed to acquire an interest
                                         in, or make capital contributions to, the investor upon the demand of the investor; and



		(7)	Cash
                                         and cash equivalents held for investment purposes.



Real
estate that is used by the investor or a Related Person (as defined below) of the investor for personal purposes, or as a place
of business, or in connection with the conduct of the trade or business of such investor or a Related Person of the investor,
will NOT be considered real estate held for investment purposes, provided that real estate owned by an investor who is engaged
primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be
held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions
with respect to such real estate are not disallowed by section 280A of the U.S. Internal Revenue Code of 1986, as amended.


A
Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the investor who is engaged primarily
in the business of investing, reinvesting, or trading in Commodity Interests, Physical Commodities or Financial Contracts in connection
with such business may be deemed to be held for investment purposes.


For
purposes of determining the amount of investments owned by an investor that is a company, there may be included investments owned
by majority-owned subsidiaries of the investor and investments owned by a company (the “Parent Company”)
of which the investor is a majority-owned subsidiary, or by a majority-owned subsidiary of the investor and other majority-owned
subsidiaries of the Parent Company.


In
determining whether a natural person is an accredited investor, there may be included in the amount of such person’s investments
any investment held jointly with such person’s spouse, or investments in which such person shares with such person’s
spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment
in the [fund] are accredited investors, there may be included in the amount of each spouse’s investments any investments
owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such
investments any amounts specified by paragraph 2(a) of Annex B incurred by such spouse.


In
determining whether a natural person is an accredited investor, there may be included in the amount of such person’s investments
any investments held in an individual retirement account or similar account the investments of which are directed by and held
for the benefit of such person.


“Joint
income” means “adjusted gross income” as reported for Federal income tax purposes, including any income
attributable to a spouse or to property owned by a spouse, and increased by the following amounts:


		(1)	the
                                         amount of any interest income received which is tax-exempt under Section 103 of
                                         the Internal Revenue Code of 1986, as amended (the “Code”)



		(2)	the
                                         amount the losses claimed as a limited partner in a limited partnership (as reported
                                         on Schedule E of IRS Form 1040)



		(3)	any
                                         deduction claimed for depletion under Section 611 et. seq. of the Code and



		(4)	any
                                         amount by which income from long-term capital gains has been reduced in arriving at adjusted
                                         gross income pursuant to the provisions of Section 1202 of the Internal Revenue
                                         code as it was in effect prior to enactment of the Tax Reform Act of 1986.







    	 	9	 



     


    

 


“Physical
Commodities” means any physical commodity with respect to which a Commodity Interest is traded on a market specified
in the definition of Commodity Interests above.


“Public
Company” means a company that:


		(i)	files
                                         reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
                                         as amended from time to time; or



		(ii)	has
                                         a class of securities that are listed on a Designated Offshore Securities Market, as
                                         defined by Regulation S of the Securities Act of 1933, as amended.



“Related
Person” means a person who is related to the investor as a sibling, spouse or former spouse, or is a direct lineal
descendant or ancestor by birth or adoption of the investor, or is a spouse of such descendant or ancestor, provided that, in
the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person
of such an owner.


VALUATION
OF INVESTMENTS


The
general rule for determining the value of investments in order to ascertain whether an investor is an accredited investor is that
the value of the aggregate amount of investments owned and invested on a discretionary basis by the investor shall be their fair
market value on the most recent practicable date or their cost. This general rule is subject to the following provisos:


		(1)	In
                                         the case of Commodity Interests, the amount of investments shall be the value of the
                                         initial margin or option premium deposited in connection with such Commodity Interests;
                                         and



		(2)	In
                                         each case, there shall be deducted from the amount of investments owned by the investor
                                         the following amounts:



		(a)	The
                                         amount of any outstanding indebtedness incurred to acquire the investments owned by the
                                         investor.



		(b)	A
                                         Family Company, in addition to the amounts specified in clause (a) above, shall
                                         have deducted from the value of such Family Company’s investments any outstanding
                                         indebtedness incurred by an owner of the Family Company to acquire such investments.



CORPORATE
ACCOUNT


Please
certify that the corporate account is an accredited investor by initializing where applicable:


______
 ______ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of
1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and
the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or


______
  ______ An
employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total
assets in excess of $5,000,000; or


______
  ______ Each
of its shareholders, partners, or beneficiaries meets at least one of the following conditions described above under Section IV,
A, Individual Accounts. Please also CHECK the appropriate space in that section;
or


______
 ______ The
plan is a self-directed employee benefit plan and the investment decision is made solely by a person that meets at least one of
the conditions described above under Section IV, A, Individual Accounts. Please
also CHECK the appropriate space in that section; or


______
 ______ A
corporation, a partnership or a Massachusetts or similar business trust with total assets in excess of $5,000,000.


TRUST
ACCOUNT


______
 ______ Please
certify that the trust account is an accredited investor by initializing where applicable:


______
 ______ The
trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person;”


______
 ______ The
trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan
association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity;
or


______
 ______ The
grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment
control over the assets of the trust and the (each) grantor(s).









    	 	10	 



     


    

 





CERTIFICATION
FOR NON-US PERSON REPRESENTATIONS


At
the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Units, such person
or entity was outside the United States. The term “Units,” for the purposes of this Subscription Agreement, refers
to the Units themselves and any shares of Common Stock, notes or warrants issued or issuable as part of or underlying the Units,
in each case as the context requires.


Such
person or entity is acquiring the Units for its own account, for investment and not for distribution or resale to others and is
not purchasing the Units for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person,
in violation of the registration requirements of the Securities Act.


Such
person or entity will make all subsequent offers and sales of the Units either (x) outside of the United States in compliance
with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption
from registration under the Securities Act. Specifically, such person or entity will not resell the Units to any U.S. person or
within the United States prior to the expiration of a period commencing on the closing date of the Offering and ending on the
date that is one year thereafter (the “Distribution Compliance Period”), except pursuant to registration under the
Securities Act or an exemption from registration under the Securities Act.


Such
person or entity has no present plan or intention to sell the Units in the United States or to a U.S. person at any predetermined
time, has made no predetermined arrangements to sell the Units and is not acting as a Distributor of such securities (as Distributor
is defined under the Securities Act).


Neither
such person or entity, its affiliates nor any person or entity acting on behalf of such person or entity, has entered into, has
the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the
U.S. with respect to the Units at any time after the closing date of the Offering through the Distribution Compliance Period except
in compliance with the Securities Act.


Such
person or entity consents to the placement of a legend on any certificate or other document evidencing the Units.


Such
person or entity is not acquiring the Units in a transaction (or an element of a series of transactions) that is part of any plan
or scheme to evade the registration provisions of the Securities Act.


Such
person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be
able to protect such person’s or entity’s interests in connection with the transactions contemplated by this Subscription
Agreement.


Such
person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
concerning its investment in the Units.


Such
person or entity understands the various risks of an investment in the Units and can afford to bear such risks for an indefinite
period of time, including, without limitation, the risk of losing its entire investment in the Units.


Such
person or entity has had access to the Company’s publicly filed reports with the Securities and Exchange Commission and
has been furnished during the course of the transactions contemplated by this Subscription Agreement with all other public information
regarding the Company that such person or entity has requested and all such public information is sufficient for such person or
entity to evaluate the risks of investing in the Units.


Such
person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms
and conditions of the issuance of the Units.


Such
person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer,
employee or agent of the Company, other than those contained in this Subscription Agreement.






    	 	11	 



     


    

 


Such
person or entity will not sell or otherwise transfer the Units unless either (A) the transfer of such securities is registered
under the Securities Act or (B) an exemption from registration of such securities is available.


Such
person or entity represents that the address furnished in this Subscription Agreement is the principal residence if he or she
is an individual or its principal business address if it is a corporation or other entity.


Such
person or entity understands and acknowledges that the Units have not been recommended by any federal or state securities commission
or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information
concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal
offense.


	Name	 	 	 	 	 
	Signature	 		 	  /   /20
  	 
	Name	 	 	 	 	 
	Signature	 		 	  /   /20   	 







 






    	 	12	 



     


    

 


SUBSCRIBER
QUESTIONNAIRE


	Subscriber Name	 	 	Country of Citizenship	 
	Investment Amount	$	 	USD	 




 


	Source
    of funds for this investment	☐ Annuity
    (ies)	☐ Gift	☐ Income
    from earnings
	 	☐ Inheritance	☐ Insurance
    Proceeds	☐ Investment
    Proceeds
	 	☐ Legal
    Settlement	☐ Lottery/Gaming	☐ Pension/IRA/Retirement
	 	☐ Sale
    of business	☐ Spouse/Parent	☐ Other
    __________


 


Is
this account a private banking account defined under the USA Patriot Act? ☐ Yes ☐ No


Is
this an account for a foreign bank as defined under the USA Patriot Act?☐ Yes ☐ No


 


Contact
Information (This address will be used for mailing unless you indicate otherwise):


INDIVIDUAL
CONTACT INFORMATION:


	 	 	 	 	 	 
	Street Address	 	 	 	 	 
	 	 	 	 	 	 
	City, State	 	Zip Code	 	Country	 
	 	 	 	 	 	 
	Home Phone Number	 	Fax Number	 	 	 
	 	 	 	 	 	 
	Email Address	 	 	 	 	 
	ENTITY CONTACT INFORMATION:	 	 	 	 
	 	 	 	 	 	 
	Name of Company	 	 	 	 	 
	 	 	 	 	 	 
	Contact Name	 	Email Address	 	 	 
	 	 	 	 	 	 
	Street Address	 	Suite/Floor	 	 	 
	 	 	 	 	 	 
	City, State	 	Zip Code	 	Country	 
	 	 	 	 	 	 
	Business Phone Number	 	Fax Number	 	 	 







 






    	 	13	 



     


    

 





SUBSCRIBER
QUESTIONNAIRE


Income$
USDSource of income


OccupationIndustry


EducationIf
retired, former occupation 


Employer
Name


No.
of Years


Employer
Address


Marital
Status[_] S   [_] M   [_] D   [_] DP   [_] WDependents[_]
0   [_] 1   [_] 2   [_] >2


Investment
& Product ExperienceCurrent Portfolio


Alternative
Investments[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Annuities[_]
None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Bank
CDs[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Bonds[_]
None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Cash
or Cash Equivalent[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Hedge
Funds[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Margin[_]
None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Mutual
Funds-Exchange Traded[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Options[_]
None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Private
Placements[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Real
Estate[_] None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


Stocks[_]
None[_] < 2 years[_] 2 – 5 years[_] > 5 years$


 


Investable
Asset


[_]
< $50,000[_] $50,001 – $100,000[_] $100,001 – $250,000[_] $250,001 – $500,000


[_]
$500,001 – $750,000 [_] $750,001 – $1,000,000[_] $1,000,001 – $2,500,000


[_]
$2,500,001 – $5,000,000[_] $5,000,001 – $7,500,000[_] $7,500,001 – $25,000,000


[_]
> $25,000,001


Liquid
Net Worth (excluding primary residence)


[_]
< $50,000[_] $50,001 – $100,000[_] $100,001 – $250,000[_] $250,001 – $500,000


[_]
$500,001 – $750,000[_] $750,001 – $1,000,000[_] $1,000,001 – $2,500,000


[_]
$2,500,001 – $5,000,000[_] $5,000,001 – $7,500,000[_] $7,500,001 -$25,000,000


[_]
>$25,000,001


Total
Net Worth (excluding primary residence)


[_]
< $50,000[_] $50,001 – $100,000[_] $100,001 – $250,000[_] $250,001 – $500,000


[_]
$500,001 – $750,000[_] $750,001 – $1,000,000[_] $1,000,001 – $2,500,000


[_]
$2,500,001 – $5,000,000[_] $5,000,001 – $7,500,000[_] $7,500,001 – $25,000,000


[_]
>$25,000,001


Annual
Expenses (recurring)


[_]
$50,000 and under[_] $50,001-100,000$100,001-250,000[_] $250,001-500,000


[_]
> $500,000


Special
Expenses (future, non-recurring)


[_]
None[_] $50,000 and under[_] $50,001-100,000[_] $100,001-250,000


[_]
> $250,000


Timeframe
for Special Expenses


[_]
Within 1 year[_] 2 – 3 years[_] 3 – 5 years[_] 6 – 8 years[_] > 8 years


[_] None or Never


Investor
Initial ________ _______






    	 	14	 



     


    

 


Are
you or anyone with an interest in this account either: (1) a senior military, governmental, or political official in a non-US
country, or (2) closely associated with an immediate family member of such an official?


Yes
No If yes, identify the name of the official, office held, and country


 




BROKER DEALER AFFILIATIONS


	Are
    you an employee of Emerson Equity LLC?	[_] Yes	[_] No
	Are
    your related to an employee of Emerson Equity LLC?	[_] Yes	[_] NoIf
    yes, specify relationship to the employee ___________
	Are
    you an employee of another broker dealer?	[_] Yes	[_] NoIf
    yes, name of the broker dealer _________________
	Are
    you related to an employee of another broker dealer?	[_] Yes	[_] NoIf
    yes, specify relationship to the employee ___________
	Are
    you maintaining other brokerage accounts?	[_] Yes	[_] NoIf
    yes, specify financial institution ______________
	Are
    you or any member of your immediate family affiliated with or employed by a member a stock exchange or the FINRA?	[_] Yes	[_] NoIf
    yes, employer authorization is required.
	Are
    you a senior officer, director, or 10% or more shareholder of a public company?	[_] Yes	[_] NoIf
    yes, specify company


 


I
acknowledge that purchasing this investment product that has certain fees and risks. My registered investment professional has
reviewed and explained, where applicable.


CLINIGENCE
HOLDINGS, INC.$______________________USD


 


INVESTOR
INITIALS


I
have been given a full and complete Memorandum for Clinigence Holdings, Inc. I have been advised by my registered representative
that I may have this document translated for my convenience and understanding. I attest that I am proficient in English and do
not require the Memorandum to be translated into another language. I have read and understand the Memorandum.


I
have reviewed and understand the risk sections of the Offering documents.


I
understand that the investment is NOT GUARANTEED, MAY LOSE PRINCIPAL.


I
understand that the investment is not liquid.


I
understand that my registered representative will earn a commission in connection with this investment.


I
am sophisticated in financial and business affairs and am able to evaluate the risks and merits of the Offering.


I
understand that the Offering is HIGH RISK. The inherit risks include lack of liquidity, leverage, lack of diversification and
tax complexity. Success or failure of the investment is dependent on the investment sponsor and is outside the control of the
investors. While potential loss is limited to the amount investment, such loss is possible.


I
have reviewed the Memorandum and understand the risk sections. I understand that this investment is an indirect interest in Clinigence
Holdings, Inc. and NOT a direct investment in Clinigence Holdings, Inc. securities.


I
currently [_] own [_] do not own private placements in my portfolio.

They are worth approximately $.


I
understand that it is not advisable to invest more than 10% of my liquid net worth in private placements, I am willing to accept
the added exposure and risk.






    	 	15	 



     


    

 


ARBITRATION
DISCLOSURES


 


THIS
SUBSCRIPTION AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:


 


		•	ALL
                                         PARTIES TO THIS SUBSCRIPTION AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT,
                                         INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION
                                         FORUM IN WHICH A CLAIM IS FILED.



		•	ARBITRATION
                                         AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE
                                         OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.



		•	THE
                                         ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS, AND OTHER DISCOVERY IS
                                         GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.



		•	THE
                                         ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE
                                         CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO
                                         THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.



		•	THE
                                         PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE
                                         AFFILIATED WITH THE SECURITIES INDUSTRY.



		•	THE
                                         RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION.
                                         IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.



		•	THE
                                         RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, ANY AMENDMENTS THERETO, SHALL
                                         BE INCORPORATED INTO THIS SUBSCRIPTION AGREEMENT.



ARBITRATION
AGREEMENT 


ANY
CONTROVERSY BETWEEN YOU AND US SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK EXCHANGE, INC., ANY OTHER NATIONAL
SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE), OR THE FINANCIAL
INDUSTRY REGULATORY AUTHORITY. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTIONS TO ARBITRATION, NOR SEEK TO ENFORCE
ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER
OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL;
(I) THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED FROM THE
CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
SUBSCRIPTION AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.


The
Memorandum and Subscription Agreement contain risk disclosures, various statements and representations. Subscribers should carefully
review in its entirety before signing.


The
undersigned acknowledge that Clinigence Holdings, Inc. makes no recommendation with respect thereto. Clinigence Holdings, Inc.
has made no investigation regarding any other person or entity involved in the Offering.


BY
SIGNING, I ACKNOWLEDGE THAT I HAVE CAREFULLY REVIEWED THE TRANSACTION DOCUMENTS RELATED TO THIS INVESTMENT AND AM BOUND BY THE
TERMS OF THE TRANSACTION DOCUMENTS AND THIS SUBSCRIPTION AGREEMENT.


	Subscriber Signature	 	 	 	Date	  /   /20___
	Subscriber Signature	 	 	 	Date	  /   /20___










    	 	16