Item 1.01 Entry into a Material Definitive Agreement.
Zachary Venegas, our Chief Executive Officer (“Venegas”),
Scott Ogur, our Chief Financial Officer (“Ogur”), and Helix Opportunities, LLC (“HOF” and collectively
with Venegas and Ogur, the “HOF Parties”), a Delaware limited liability company and stockholder of Helix Technologies,
Inc. (the “Company” or “Helix”) have informed Forian, Inc., a Delaware corporation (“Forian”),
DNA Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware
limited liability company (“MOR”) (collectively, Helix, Forian, Merger Sub and MOR are referred to herein as the “Merger
Parties”) of a dispute involving a claim by Arapaho Foundation, LLC (“Arapaho”) alleging that Arapaho is entitled
to an ownership interest in certain shares of the Company’s common stock (“Common Stock”) currently held by one
or more of the HOF Parties (the “Dispute”). In order to induce Forian and MOR to complete the transactions contemplated
by that certain Merger Agreement dated October 16, 2020, by and among the Company, Forian and Merger Sub (as amended, the “Merger
Agreement”), the HOF Parties have agreed to indemnify the Merger Parties pursuant to that certain Indemnification Agreement,
dated February 23, 2021, by and among the HOF Parties and the Merger Parties (the “Indemnification Agreement”).
The Indemnification Agreement provides, among other things,
that the HOF Parties, jointly and severally, will indemnify and hold harmless the Merger Parties and their respective affiliates
(within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)), and each of the Merger Parties
and their affiliates’ respective past, present and future partners, managers, members, directors, officers, agents, consultants,
employees (each of the Merger Parties and such other persons or entities, excluding each of the HOF Parties, is hereinafter referred
to as an “Indemnified Person”), from and against any losses, claims, damages, costs and liabilities to which such Indemnified
Person may become subject, related to or arising out of, or in connection with, the Dispute and any matter or agreement arising
therefrom (whether occurring before, at, or after the date hereof and whether or not such Indemnified Person is a named party)
(collectively, the “Losses”) and will reimburse any Indemnified Person for all legal and other expenses in excess of
$50,000, including expenses in connection with investigating, preparing, defending, paying, settling or compromising any claim,
action, inquiry, proceeding or investigation arising therefrom, whether or not such Indemnified Person is a party to the Indemnification
Agreement (collectively, the “Expenses”).
In addition, HOF Parties and Forian will enter into an Escrow Agreement
(the “Escrow Agreement”) with a third party escrow agent (the “Escrow Agent”) pursuant to which the HOF
Parties will deposit with the Escrow Agent shares of Common Stock (the “Escrow Shares”) to secure its obligations to
the Indemnified Persons under the Indemnification Agreement.