REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 2, 2022, between Progressive Care, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
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).
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”).
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).
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:
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:
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,
EXCHANGE AGREEMENTExchange Agreement • September 6th, 2022 • Progressive Care Inc. • Retail-drug stores and proprietary stores • Delaware
THIS EXCHANGE AGREEMENT, is dated as of August 30, 2022 (this “Agreement”), by and between Progressive Care Inc., a Delaware corporation (the “Company”) and Yelena Braslavskaya 2020 Gift Trust (“Holder”).
