SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2023 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2023, between Progressive Care Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the “Purchase Agreement”).
RECITALSSecurity Agreement • June 13th, 2007 • Progressive Training, Inc. • California
PROGRESSIVE CARE INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, DAWSON JAMES SECURITIES, INC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 2, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Progressive Care Inc., a Delaware corporation (the “Company”), up to 76,100,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2012 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of March, 2012 by and between PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2022 (the “Signing Date”), between Progressive Care Inc., a Delaware corporation (the “Company”), and NextPlat Corp, a Nevada corporation (including its successors and assigns, “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2022, between Progressive Care Inc., a Delaware corporation (the “Company”), and NextPlat Corp, a Nevada corporation (including its successors and assigns, “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • May 4th, 2012 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS SECURITY AGREEMENT (“Agreement”) is made as of this 30th day of March, 2012, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG PROGRESSIVE TRAINING, INC. PHARMCO ACQUISITION CORP. and PHARMCO CORP. Dated as of October 21, 2010Agreement of Merger and Plan of Reorganization • October 27th, 2010 • Progressive Training, Inc. • Services-motion picture & video tape distribution • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 21, 2010, by and among Progressive Training, Inc., a Delaware corporation (“Parent”), Pharmco Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Pharmco Corp.., a Florida corporation (the “Company”).
DIRECTOR AGREEMENTDirector Agreement • February 9th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Delaware
This DIRECTOR AGREEMENT is made as of January 1, 2022 (the “Agreement”), by and between Progressive Care, Inc., a Delaware corporation (the “Company”), and Joseph Ziegler, an individual with an address of [Address Redacted] (the “Director”).
EXHIBIT 10.1 SECURED PROMISSORY NOTE (SECURED BY A SECURITY AGREEMENT) (HEREINAFTER "NOTE")Secured Promissory Note • June 13th, 2007 • Progressive Training, Inc.
COMMITTED EQUITY FACILITY AGREEMENTCommitted Equity Facility Agreement • May 4th, 2012 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 30th day of March, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”).
PROGRESSIVE CARE INC. SERIES B PREFERRED STOCK PURCHASE WARRANTProgressive Care Inc. • September 6th, 2022 • Retail-drug stores and proprietary stores
THIS PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, NEXTPLAT CORP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 2, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Progressive Care Inc., a Delaware corporation (the “Company”), up to 3,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Series B Preferred Stock (“Preferred Stock”). The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DIRECTOR AGREEMENTDirector Agreement • July 21st, 2023 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Delaware
This DIRECTOR AGREEMENT is made as of July 17, 2023 (the “Agreement”), by and between Progressive Care Inc., a Delaware corporation (the “Company”), and [·], an individual with an address of [·] (the “Director”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 29th, 2010 • Progressive Care Inc. • Services-motion picture & video tape distribution • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of December, 2010, by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 901 N. Miami Beach Blvd., Suite 1, N. Miami Beach, FL 33162 (the “Corporation”), and ANDY SUBACHAN, an individual residing at ______________________ (“Executive”).
PROGRESSIVE CARE INC. COMMON STOCK PURCHASE WARRANTProgressive Care Inc. • May 11th, 2023 • Retail-drug stores and proprietary stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Progressive Care Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEXTPLAT CORP, PROGRESSIVE CARE LLC, AND PROGRESSIVE CARE INC., DATED AS OF APRIL 12, 2024Merger Agreement and Plan of Reorganization • April 17th, 2024 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Delaware
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of April 12, 2024 (this “Agreement”), is made by and among NextPlat Corp., a Nevada corporation (“Parent”), Progressive Care LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Progressive Care Inc., a Delaware corporation (the “Company”). Certain terms used herein but not previously defined are defined hereinafter in ARTICLE 1.
LOCK-UP AGREEMENTLock-Up Agreement • April 17th, 2024 • Progressive Care Inc. • Retail-drug stores and proprietary stores
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April ___, 2024, by and between Progressive Care, Inc., a Delaware corporation (the “Company”), and the undersigned owner (the “Securityholder”) of securities of NextPlat Corp, a Nevada corporation (“NextPlat”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 12th, 2021 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of January, 2020 (the “Effective Date”), by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 400 Ansin Blvd, Ste A, Hallandale Beach, FL 33009 (the “Corporation”) and BIRUTE NORKUTE, an individual residing at 2311 NE 174th St, Miami, FL 33160 (“Executive”).
STANDSTILL AGREEMENTStandstill Agreement • May 16th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Utah
This Standstill Agreement (this “Agreement”) is entered into as of May 13, 2022 by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and Progressive Care Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).
GUARANTY AGREEMENTGuaranty Agreement • May 4th, 2012 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS GUARANTY AGREEMENT is dated as of March 30, 2012 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by PHARMCO, L.L.C., a Florida limited liability company (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2023 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of May 1, 2023 (the “Effective Date”) by and between Progressive Care Inc., a Delaware corporation, (the “Employer” or the “Company”), and Pamela M. Roberts, PharmD, an individual (the “Employee”) (Employer and Employee are from time to time referred to individually as a “Party” and collectively as the “Parties”) as follows:
DEBT MODIFICATION AGREEMENTDebt Modification Agreement • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • New York
THIS DEBT MODIFICATION AGREEMENT (this “Agreement”) is entered into as of August 30, 2022, by and among, Progressive Care Inc., a Delaware corporation (the “Company”) and NextPlat Corp, a Nevada corporation (“NextPlat”), Charles Fernandez (“Fernandez”), Rodney Barreto (“Barreto”), Daniyel Erdberg (“Erdberg”), and Sixth Borough Capital Fund LP, a Delaware limited partnership (“6B”, and together with NextPlat, Barreto, Fernandez and Erdberg, the “Purchasers”), each a “Party” and collectively the “Parties”, upon the following premises:
SECURITY AGREEMENTSecurity Agreement • November 18th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 16, 2022, is executed by Progressive Care, Inc., a Delaware corporation (“RXMD”), Touchpoint RX, LLC, a Florida limited liability company (“Touchpoint”), Family Physicians RX, Inc., a Florida corporation (“FPRX”), and ClearMetrX Inc., a Florida corporation (“ClearMetrX” and collectively with RXMD, Touchpoint and FPRX, the “Borrower Parties” and each individually, a “Borrower Party”) in favor of NextPlat Corp, a Nevada corporation (“Secured Party”).
EXHIBIT A TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • New York
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is duly authorized and validly issued Convertible Debenture of Progressive Care Inc. Delaware corporation (the “Company”), designated as its Convertible Debenture due __________, 202[5] (this “Debenture”).
CONFIDENTIAL PURCHASE AND RELEASE AGREEMENTConfidential Purchase and Release Agreement • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Utah
THIS CONFIDENTIAL PURCHASE AND RELEASE AGREEMENT (this “Agreement”) is entered into as of August 30, 2022, by and among, Iliad Research and Trading, L.P., a Utah limited partnership (“Iliad”), Progressive Care Inc., a Delaware corporation (the “Company”), PharmCo, L.L.C., a Florida limited liability company (“PharmCo”), NextPlat Corp, a Nevada corporation (“NextPlat”), Charles Fernandez (“Fernandez”), Rodney Barreto (“Barreto”), Daniyel Erdberg (“Erdberg”), and Sixth Borough Capital Fund, LP, a Delaware limited partnership (“6B”, and together with NextPlat, Bareto, Fernandez and Erdberg, the “Purchasers”), each a “Party” and collectively the “Parties”, upon the following premises:
ContractProgressive Care Inc. • June 7th, 2013 • Retail-drug stores and proprietary stores • Florida
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
FIRST AMENDMENT TO CERTAIN AGREEMENTSCertain Agreements • June 7th, 2013 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This FIRST AMENDMENT TO CERTAIN AGREEMENTS (the “Amendment”) is dated effective as of the 1st day of May, 2013, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (“TCA”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated November 22, 2021, and effective as of July 19, 2021 (the “Effective Date”) is between Progressive Care Inc., a Delaware Corporation, and its wholly owned subsidiaries (the “Employer” or the “Company”), and Alan Jay Weisberg, an individual (“Employee”).
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement and Stipulation • September 16th, 2014 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS SETTLEMENT AGREEMENT and Stipulation, dated as of August 22, 2014 (the "Agreement"), by and between plaintiff Tarpon Bay Partners LLC ("TARPON"), and defendant PROGRESSIVE CARE, INC. (the "Company")
AGREEMENT FOR THE PURCHASE OF COMMON STOCKAgreement for the Purchase of Common Stock • November 17th, 2010 • Progressive Training, Inc. • Services-motion picture & video tape distribution • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT, (this “Agreement”) made this 12th day of May 2010 by and between the Young Family Trust (“Seller”), which is controlled by Buddy Young, the Chief Executive Officer and Chairman of the Board of Directors of Progressive Training, Inc., a Delaware corporation, having its principal offices located at 17337 Ventura Boulevard, Suite 305, Encino, California 91316 (“PRTR”) and PharmCo, LLC(“Purchaser”), setting forth the terms and conditions upon which the Seller will sell 1,718,000 restricted shares of PRTR common stock (the “Shares”), personally owned by Seller, to Purchaser, and Seller will be selling 2,000,000 to a second purchaser by the name of George Romanenko.
VOTING AGREEMENTVoting Agreement • November 14th, 2023 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2023, by and between NextPlat Corp, a Nevada corporation (the “NextPlat”), Charles M. Fernandez (“Mr. Fernandez”), and Rodney Barreto (“Mr. Barreto”). Each of NextPlat, Mr. Fernandez and Mr. Barreto is individually referred to herein as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2023 • Progressive Care Inc. • Retail-drug stores and proprietary stores • New York
This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of this May 9, 2023 by and between Progressive Care Inc., a Delaware corporation (the “Company”) and NextPlat Corp, a Nevada corporation (“Purchaser”). The Company and Purchaser are sometimes individually referred to in this Amendment as a “Party” and collectively as the “Parties.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
This letter (this “Agreement”) constitutes the agreement between Progressive Care Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a best efforts basis, in connection with the proposed private offering and placement (the “Offering”) by the Company of Units of the Company’s Series B Preferred Stock (the “Preferred Stock”) and warrants (the “Warrants”) to purchase Series B Preferred Stock (the “Securities” or the “Units”)), and pursuant to which Dawson would act as placement agent and advisor in connection with the resale of approximately $2.8 million face amount of debt held by Iliad Research & Trading, L.P. to be sold (and renegotiated with the Company) contemporaneously with the Offering. The Company and Dawson hereby mutually agree to the terms of the Offering, the debt as modified (the “Debt”) and the Securities,
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among W TOUCHPOINT RX INVESTORS, LLC FW TOUCHPOINT RX INVESTORS, LLC and PROGRESSIVE CARE, INC. dated as of March 30, 2018Membership Interest Purchase Agreement • November 9th, 2020 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 30, 2018 (the “Effective Date”) by and among PROGRESSIVE CARE, INC., a Florida corporation (“Purchaser”), W TOUCHPOINT RX INVESTORS, LLC, a Florida limited liability company (“WTRI”), FW TOUCHPOINT RX INVESTORS, LLC, a Florida limited liability company (“FWTRI” and, collectively with WTRI, the “Sellers” and each individually, a “Seller”) for the purchase of 100% of the membership interests in TOUCHPOINT RX, LLC a Florida limited liability company (the “Company”).
