Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

RON G. SCOTT, an individual and

PROGRESSIVE CARE, LLC, a Nevada Limited Liability Company

dated as of July 14, 2026

Exhibits

Exhibit A          Form of Noncompetition Agreement

Exhibit B          Form of Assignment of Membership Interests

Exhibit C          Form of Powers of Attorney

Exhibit D          Disclosure Schedules

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 14th day of July, 2026 (the “Effective Date”) by and among PROGRESSIVE CARE, LLC, a Nevada limited liability company (the “Purchaser”), and RON G. SCOTT, an individual (the “Seller”) for the purchase of 100% of the membership interests in SCOTT’S PHARMACY, LLC, a Florida limited liability company (the "Company") (Purchaser and Seller are from time to time referred to individually as a “Party” and collectively as the “Parties”) as follows:

Background Statement

The Seller owns, beneficially and of record, 100% of the issued and outstanding membership interests of the Company, which is operated in Molino, Florida as a pharmacy. Purchaser desires to purchase and acquire from the Seller, and the Seller desires to sell and transfer to Purchaser, all of the membership interests of the Company, on the terms and subject to the conditions hereinafter set forth.

Statement of Agreement

Accordingly, in consideration of the premises, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used throughout this Agreement, the following terms shall have the following meanings:

"Action" means any action, suit, claim, litigation, proceeding, arbitration, audit, investigation, review, or hearing (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Governmental Authority.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"BOP" means the Board of Pharmacy, Department of Health, State of Florida, and any successor thereto.

"Business" means all the business conducted by the Company, including without limitation its pharmacy and related services at its pharmacy.

"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business in Molino, Florida.

"CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., as amended.

"Claim Notice" has the meaning set forth in Section 8.5.

"Closing" and "Closing Date" have the meanings set forth in Section 2.4.

"CMS" means the Centers for Medicare and Medicaid Services, an agency of the United States Department of Health and Human Services, and any successor thereto.

"COBRA" has the meaning set forth in Section 3.14(d).

"Code" means the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time.

“Company” has the meaning set forth in the Preamble.

"Company Contracts" has the meaning set forth in Section 3.21.

"Confidential Information" means all non-public information, data and records, including the existence and terms of this Agreement, whether written or oral, concerning the business or affairs of any other party hereto; provided, however, that the term Confidential Information shall not include information or data that (a) at the time of disclosure is generally available to and known by the public, (b) was or becomes available to a party on a non-confidential basis from a source other than another party to this Agreement or his or its agents or advisors; provided, however, that such source is not bound by a confidentiality agreement, fiduciary obligation or obligation of secrecy in respect thereof; or (c) was independently developed by the receiving party.

"Covered Properties" has the meaning set forth in Section 3.31(c).

"Damages" means all unreimbursed (for example, from insurance proceeds or due from other third parties) losses, liabilities, settlement payments, awards, judgments, fines, penalties, assessments, damages, deficiencies, taxes, including reasonable attorneys', accountants' and auditors' fees, and reasonable experts' fees incurred in connection with an Action.

"DEA" means the Drug Enforcement Administration.

“Due Diligence Materials” has the meaning set forth in Section 6.5.

“Due Diligence Period” has the meaning set forth in Section 6.5.

"Employee Program" means (a) any "employee benefit plan", within the meaning of Section 3(3) of ERISA, whether or not it is subject to ERISA, or (b) any other employee benefit arrangement that is (i) the portion of any employment or consulting agreement that provides employee benefits, (ii) an arrangement providing for insurance coverage or workers' compensation benefits, (iii) an incentive bonus or deferred bonus arrangement, (iv) a stock purchase or stock option arrangement, (v) a cafeteria plan under Code Section 125, (vi) a death benefit or survivor income arrangement, (vii) an arrangement providing termination allowance, salary continuation, severance pay, retention compensation or similar benefits, (viii) a change in control agreement, (ix) an equity compensation or profit-sharing plan, (x) a deferred compensation plan, (xi) an employee relocation, tuition reimbursement, psychiatric or other counselling, employee assistance, dependent care assistance, or legal assistance plan or arrangement, (xii) a fringe benefit arrangement (cash or noncash), (xiii) a holiday or vacation plan or policy, or (xiv) any other compensation arrangement, program, policy or practice.

"Employment Agreement" means any contractual written or oral agreement between the Company and any employee or independent contractor of the Company.

"Environmental Laws" means applicable federal, state, local or foreign Laws, Orders or Licenses relating to prevention, remediation, reduction or control of pollution, or protection of the environment, natural resources and/or human health and safety, including without limitation those relating to (a) solid waste and/or Hazardous Substance generation, handling, transportation, use, treatment, storage or disposal, (b) air, water, and noise pollution, (c) soil, ground, water or groundwater contamination, (d) the manufacture, processing, distribution, transportation or release, emission or discharge into the environment of Hazardous Substance, (e) regulation of underground and above ground storage tanks, (f) the obtaining, sale, use, storage, disposal or testing of any syringes, human blood or blood product or any other medical waste and (g) the disposal of Medical Waste, including without limitation CERCLA; the Clean Air Act; the Clean Water Act; the Toxic Substances Control Act; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984; the Occupational Safety and Health Act of 1970; the Federal Safe Drinking Water Act; the Federal Water Pollution Control Act; the Oil Pollution Act of 1990; and the Emergency Planning and Community Right-to-Know Act of 1986.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, as amended from time to time.

"Financial Statements" has the meaning set forth in Section 3.8.

"Florida Patient Self-Referral Act" means the Florida Patient Self-Referral Act of 1992, Florida Statutes § 456.053 (2016), as in effect from time to time.

"Fraud Claim" means any claim, arising from any act committed or allegedly committed on or prior to the Closing Date, prohibited under Medicare, Medicaid or any other federal or state governmental program, alleging that the Company, Seller, or any other pharmacy professional or individual employed or engaged by Company or Seller: (a) made a false statement or representation of a material fact in any application for any benefit or payment; (b) made a false statement or representation of a material fact for use in determining rights to any benefit or payment; or (c) failed to disclose knowledge of the occurrence of an event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently.

"Governmental Authority" means any (a) federal, state, local, provincial, municipal, foreign, or other government or any department or agency thereof, (b) governmental or quasi-governmental authority of any nature, (c) Board of Medicine or other administrative body, or (d) other body exercising any statutory, administrative, arbitral, judicial, legislative, police, regulatory, or taxing authority or power.

"Governmental Permits" means all Licenses, franchises, registrations, permits, privileges, immunities, approvals, and other authorizations from a Governmental Authority.

"Hazardous Substance" means, collectively, any (a) petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and radon gas; (b) chemicals, materials, substances or wastes that are defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "pollutants," "contaminants," "restricted hazardous wastes," "toxic substances," "toxic pollutants," or words of similar import, under any applicable Environmental Law; and (c) other chemical, material, substance or waste, exposure to which is prohibited, limited or regulated by any governmental or regulatory authority.

"Indemnitee" and "Indemnitor" have the meanings set forth in Section 8.5.

"Knowledge" (i) with respect to representations made to "the Knowledge of the Company" or words of similar import, means all matters known or that would have been known after reasonable inquiry by Seller or by any individual who is, or at any time was, a director, officer, or management personnel of the Company and (ii) with respect to Seller having "Knowledge," means matters actually known or that would have been known after reasonable inquiry by any Seller.

"Law" means any constitution, law, treaty, compact, directive, ordinance, principal of common law, permit, authorization, variance, regulation, rule, statute, interpretation or case law, including, without limitation, all federal, foreign, international, state and local laws related to health care, pharmacy Taxes, ERISA, Hazardous Materials and the environment, Medical Waste, zoning and land use, intellectual property, privacy, occupational safety and health, consumer protection, product quality, safety, employment and labor matters.

"Lease" has the meaning set forth in Section 3.18.

"Licenses" means any franchise, authorization, license, permit, easement, variance, exemption, certificate, consent or approval of any Governmental Authority or other Person.

"Lien" means any security agreement, financing statement (whether or not filed), mortgage, lien (statutory or otherwise), charge, pledge, hypothecation, conditional sales agreement, adverse claim, title retention agreement, security interest, encumbrance, lien, charge, restrictive agreement, mortgage, deed of trust, indenture, pledge, option, limitation, exception or other title defect.

“LOIs” has the meaning set forth in Section 2.1(a)(i).

"Material Adverse Effect" means any event, circumstance or condition that, individually or when aggregated with all other similar events, circumstances or conditions, could have, or has had, a material adverse effect on (a) the business, assets, operations, properties, condition (financial or otherwise), contingent liabilities or material agreements of the Company or the Business, or (b) the validity or enforceability of: (A) this Agreement or the Related Agreements; or (B) the rights or remedies of Purchaser hereunder or thereunder. Notwithstanding the foregoing, Material Adverse Effect shall not include effects arising from: (i) industry-wide conditions affecting pharmacies generally; (ii) changes in reimbursement rates or PBM practices; (iii) changes in Law or governmental policy; (iv) acts of God, pandemics, hurricanes, or natural disasters; or (vi matters disclosed to Purchaser prior to Closing.

"Medicaid" means, collectively, the healthcare assistance program established by Title XIX of the Social Security Act and statutes succeeding thereto, and all Laws pertaining to such program, including without limitation all (a) federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) applicable provisions of all rules, regulations, manuals, orders and requirements of all Government Authorities promulgated in connection with such program (whether or not having the force of Law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

"Medical Waste" means (i) pathological waste, (ii) blood, (iii) sharps, (iv) wastes from surgery or autopsy, (v) dialysis waste, including contaminated disposable equipment and supplies, (vi) cultures and stocks of infectious agents and associated biological agents, (vii) contaminated animals, (viii) isolation wastes, (ix) contaminated equipment, (x) laboratory waste, (xi) any substance, pollutant, material, or contaminant listed or regulated under any Medical Waste Law, and (xii) any other biological waste and discarded materials contaminated with or exposed to blood, excretion, or secretions from human beings or animals.

"Medical Waste Laws" means the following, including regulations promulgated and orders issued thereunder, as in effect on the date hereof and the Closing Date: (i) the Medical Waste Tracking Act of 1988, 42 USCA §§6992, et seq., (ii) the U.S. Public Vessel Medical Waste Anti-Dumping Act of 1988, 33 USCA §§2501 et seq., (iii) the Marine Protection, Research, and Sanctuaries Act of 1972, 33 USCA §§1401 et seq., (iv) the Occupational Safety and Health Act, 29 USCA §§651 et seq., (v) the United States Department of Health and Human Services, National Institute for Occupational Safety and Health, Infectious Waste Disposal Guidelines, Publication No. 88-119, and (vi) all other Laws insofar as they are applicable to assets or operations of PA, its Affiliates or their facilities or practice and purport to regulate Medical Waste or impose requirements relating to Medical Waste.

"Medicare" means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all Laws pertaining to such program, including without limitation all (a) federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) applicable provisions of rules, regulations, manuals, orders and requirements of Governmental Authorities promulgated in connection with such program (whether or not having the force of Law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Membership Interests” has the meaning set forth in Section 2.1.

"Noncompetition Agreement" means the Noncompetition Agreement by and between Purchaser and Seller, substantially in the form of Exhibit A.

"Order" means an award, decision, injunction, decree, stipulation, determination, writ, judgment, order, ruling, or verdict ordered, issued, made, or rendered by any court, administrative agency, or other Governmental Authority.

"Patients" means all patients who are currently or have been patients of the Company or the Business at any time during the five-year period preceding the date hereof.

"Patient Files" means all written and electronic patient records, notes, files and other records created, obtained, maintained, or otherwise held by the Company or Seller and related to the treatment of Patients in the Business.

"Person" means a company, limited liability company, partnership, firm, joint venture, individual, association, trust, unincorporated organization, or other entity.

"Plan" has the meaning set forth in Section 3.14(a).

"Post-Closing Tax Period" means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

"Professional Malpractice Claim" means any professional malpractice or negligence claim against Seller, any pharmacist employed by the Company or any other Person providing services on behalf of any of the foregoing on or prior to the Closing Date.

"Proprietary Rights" has the meaning set forth in Section 3.20(a).

"Purchase Price" has the meaning set forth in Section 2.2.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Indemnitees” has the meaning set forth in Section 8.2.

"Real Property" means the real property owned, leased, or subleased by the Company, together with all buildings, structures, and facilities thereon.

"Recoupment Claim" means any recoupment or overpayment, set-off, penalty, fine, assessment or other amount pending or threatened by any third-party payor or Governmental Authority having jurisdiction against the Company, the Seller, any pharmacist, or the Business for amounts arising from or related to payments to, or violations of Law by the Company, the Business, the Seller, any pharmacist, or any other Person providing services on behalf of any of the foregoing, at any time on or prior to the Closing Date.

"Related Agreements" means all certificates and other documents executed and delivered by or on behalf of the Company or any of its employees, the Seller, or the Purchaser pursuant to this Agreement or in connection with the transactions contemplated by this Agreement.

"Seller" has the meaning set forth in the Preamble.

“Seller Indemnitees” has the meaning set forth in Section 8.3.

"Straddle Period" means any taxable period beginning on or before and ending after the Closing Date.

"Subsidiary" means, with respect to any company, another company, more than 50% of whose voting securities are owned, directly or indirectly, by the company in question.

“Tax” or “Taxes” means any federal, state, county, municipal, local or foreign income, alternative minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, goods and services, excise, customs duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental (including taxes under Section 59A of the Code or any analogous or similar provision of any state, local or foreign Law or regulation), real property, personal property, ad valorem, intangibles, unclaimed property, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care, withholding, estimated, recapture or other similar tax, duty or other governmental charge or assessment or deficiencies thereof, and including any interest, penalties or additions to tax attributable to the foregoing, whether disputed or not, and any obligations to indemnify, pay or otherwise assume or succeed to the tax liability of any Person.

"Tax Return" means any report, return, form, schedule, statement, claim for refund, information return, declaration or other document or information required to be supplied to any Governmental Authority in connection with Taxes, including any schedule or attachment thereto and any amendment or supplement thereof.

ARTICLE II

CLOSING; SALE AND PURCHASE

Section 2.1         Sale and Purchase of the Membership Interests. The Seller shall sell, free and clear of Liens or any encumbrances, and Purchaser shall purchase from the Seller, one hundred percent (100%) of the issued and outstanding membership interests of the Company, consisting of ALL (ALL) membership units (collectively the “Membership Interests”).

Section 2.2          Purchase Price; Certain Fees. Purchase Price. The purchase price to be paid by Purchaser for the Membership Interests shall be One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the "Purchase Price"), subject only to the inventory adjustment expressly provided in this Section 2.2. Purchaser shall cause the Purchase Price to be delivered as follows:

Section 2.3         Assets Owned by the Company at Closing. The Company at Closing shall own good title to, free of Liens and other encumbrances, all assets shown on the Company's most recent balance sheet as of the day of Closing and that is included in the Financial Statements except for those assets subject to financing agreements as disclosed in Exhibit 2.3; provided that, at Closing the Company shall have no assets on its balance sheet that consist of loans outstanding to Seller or any other Person. Specifically, the Company's pharmacy shall have the inventory shown on Schedule 2.3 at the time of Closing. At least three (3) days prior to Closing, the Parties shall conduct a physical inventory of the Company’s inventory to assess whether the inventory satisfies the Inventory Target set forth in Section 2.2(a)(iii), said stated Inventory Target being part of the Purchase Price. Buyer shall be entitled to exclude from Inventory Value only expired inventory or inventory unusable in the ordinary course of business. Expired inventory is defined as inventory having less than thirty (30) days before the expiration date at the time of closing. Inventory shall be valued at Seller’s actual acquisition cost consistently applied. Any disputes regarding inventory valuation shall be resolved by an independent pharmacist consultant mutually selected by the Parties. All pharmacy records shall be the property of the Purchaser upon Closing and Seller shall not retain copies of pharmacy records except to the extent reasonably necessary for tax, insurance, legal defense, regulatory, or compliance purposes, subject to HIPAA compliance.

Section         2.4         Closing. The sale and purchase of the Membership Interests and the consummation of the other transactions contemplated by this Agreement (the “Closing”) shall take place on a mutually agreed Business Day not later than September 30, 2026 (the “Closing Deadline”), effective as of 12:01 a.m. Eastern Time on the Closing Date. Purchaser may extend the Closing Deadline one time, to October 31, 2026, by written notice to Seller delivered on or before September 30, 2026, provided that Purchaser is not then in material default under this Agreement, is diligently pursuing satisfaction of the conditions to Closing, and deposits an additional Fifty Thousand and No/100 Dollars ($50,000.00) with the Escrow Agent within one (1) Business Day after delivery of the extension notice (the “Extension Deposit”). The Extension Deposit shall be added to the Initial Payment, credited against the Purchase Price at Closing, and released to Seller if Purchaser fails to consummate the Closing on or before the extended Closing Deadline for any reason other than Seller’s material breach of this Agreement or the failure of a condition to Closing caused by Seller’s material breach of this Agreement. If the Closing has not occurred on or before the Closing Deadline, as the same may be extended pursuant to this Section 2.4, either Party may terminate this Agreement by written notice to the other Party, subject to the provisions of Section 2.2 and Article IX regarding the Initial Payment, the Extension Deposit, and the effect of termination.

Section 2.5         Deliveries by the Seller at Closing. At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the following:

Section 2.6          Deliveries by Company at Closing. At the Closing, Company shall, and the Seller shall cause Company to, deliver to Purchaser the following:

Section 2.7         Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver or cause to be delivered to the Seller the following:

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY

Company represents and warrants to Purchaser as follows:

Section 3.1          Authority; Execution and Delivery; Enforceability. Company has full corporate power and authority to execute and deliver this Agreement and, to the extent a party thereto, the Related Agreements, and to perform its obligations hereunder and under the Related Agreements. All corporate acts and other proceedings required to be taken by Company to authorize the execution, delivery and performance of this Agreement and the Related Agreements have been duly and properly taken and are in full force and effect. Each of this Agreement and (when executed) the Related Agreements has been (or will be) duly executed and delivered by Company to the extent a party thereto, and constitutes (or will, when executed, constitute) the legal, valid and binding obligation of Company to the extent a party thereto, enforceable against Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Section 3.2          Organization and Qualification. Company: (a) is a limited liability company duly organized and validly existing under the laws of the State of Florida, and its status is active; (b) has all requisite power and authority to own, lease, and operate its properties and to carry on its business as currently being and as currently contemplated to be conducted; and (c) is not required to be qualified or licensed to do business in any jurisdiction other than the State of Florida.

Section 3.3          No Violation. The execution and delivery of this Agreement and the Related Agreements by Company and the Seller does not, and the consummation by the Company and the Seller of the transactions contemplated hereby and by such Related Agreements will not:

Section 3.4          Consents and Approvals. Except as set forth in Schedule 3.4, and except for approvals, notices, or filings required in the ordinary course in connection with healthcare regulatory or PBM matters which will be obtained prior to closing, no consent, approval, License or Order of, or registration, declaration or filing with, any Governmental Authority or Person is required to be obtained by or on behalf of the Seller or Company: (i) in connection with the execution, delivery and performance of this Agreement or the Related Agreements; or (ii) in order to permit Company to conduct its business after the Closing as it is presently being conducted.

Section 3.5          Capitalization of Company. The authorized membership interests of Company consist of the Membership Interests. Seller owns the number of Membership Interests shown in Schedule 3.5, free and clear of all encumbrances, the total issued and outstanding Membership Interests of the Company being ALL SHARES/UNITS, and all of which have been validly issued and are fully paid and non-assessable. All of the Membership Interests were issued in compliance with applicable Laws, and none of the Membership Interests were issued in violation of any agreement, arrangement, or commitment to which Seller or the Company is a party or is subject to or in violation of any pre-emptive or similar rights of any Person. The Seller owns all of the Membership Interests, which constitute all of the issued and outstanding membership interests of Company. There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of any character providing for the purchase, issuance or sale of any membership interests or other equity interests of Company, other than the sale of the Membership Interests to the Purchaser pursuant to this Agreement. After the consummation of the transactions contemplated by this Agreement, Purchaser will own all of the shares of the issued and outstanding membership interests of Company.

Section 3.6          Ownership and Transfer of the Membership Interests. All of the Membership Interests have been duly authorized and validly issued and are fully paid and non-assessable. The Seller is the lawful owner of all the Membership Interests, free and clear of all Liens or encumbrances. Seller has the full legal right, power, and authority to enter into this Agreement and to sell, assign, transfer, and convey the Membership Interests to Purchaser pursuant to this Agreement. The delivery to Purchaser of the Membership Interests pursuant to the provisions of this Agreement will transfer to Purchaser full, valid, title thereto, free, and clear of all Liens. None of the Membership Interests is subject to any federal or state restriction on resale or transfer.

Section 3.7          Subsidiaries. Company has no Subsidiaries and does not own any equity interest in any Person.

Section 3.8          Financial Statements and Undisclosed Liabilities.

Section 3.9          Employees.

Section 3.10          Books and Records. Company has made or shall make available to Purchaser's representatives and agents complete and correct copies of Company's articles of formation, operating agreement, minute books, other existing records of any meeting of members, managers, or other similar governing body (and any committee thereof), and other books and records relating to its operations. Company's books of account completely and fairly record Company's financial affairs that would normally be recorded in books of account and reflect all of its items of income and expense and all of its assets and liabilities.

Section 3.11          Licenses and Permits; Compliance with Laws.

Section 3.12          Actions. Except as set forth in Schedule 3.12, there is no Action pending or, to the Knowledge of Seller or the Company, threatened against or affecting any of the Seller, Pharmacists, Company, Company's employees, officers or managers (including, without limitation, any Professional Malpractice Claim) or any of their assets, that would reasonably be expected to result in material liability.

Section 3.13          Taxes. Except as set forth in Schedule 3.13:

Section 3.14          Employee Benefit Plans; ERISA.

Section 3.15          Labor Relations. Company: (i) has performed all obligations with respect to its employees, independent sales representatives, consultants, agents, officers, and managers; (ii) is in compliance with all Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours; and (iii) has no pending or, to the Knowledge of Company, threatened unfair labor practice or other charge, complaint, allegation, application, or Action against Company before the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, or any other Governmental Authority. Company is not now and never has been a party to any collective bargaining agreement.

Section 3.16          Insurance Policies. Schedule 3.16 sets forth a complete and accurate list of all insurance policies currently providing coverage, and that during 2024, 2025, and 2026 has provided coverage, in favor of Company or any of its employees (including the Seller and Company’s employees) or assets, specifying the insurer and type of insurance under each policy. Company has heretofore delivered to Purchaser true, correct, and complete copies of all such policies. Each current policy is in full force and effect and all premiums are currently paid, and no notice of cancellation, termination or non-renewal has been received by Company or its employees, or any Seller with respect to any such policy. Neither Company nor any Seller has been refused any insurance with respect to its or his, as the case may be, assets, the Business, or their operations (including, without limitation, professional liability insurance coverage), nor has coverage been limited by any insurance carrier for any such insurance or with which it or he, as the case may be, has carried insurance during the last three years. Neither Company nor any Seller has any outstanding claims, settlements or premiums owed with respect to any insurance policy, and each has given all notices or has presented all potential or actual claims under any insurance policy in due and timely fashion. Except as specified in Schedule 3.16, to Seller’s knowledge, Company, Seller, and other pharmacy personnel employed or engaged in the Business have been continuously insured for professional liability claims for at least the past two (2) years.

Section 3.17          Absence of Specified Changes. Except in the ordinary course of business consistent with past practice, and except as would not reasonably be expected to have a Material Adverse Effect, since December 31, 2025, the business of Company has been conducted only in the ordinary course and there has not been, with respect to Company, the Business or Company's assets, any:

Section 3.18          Real Property; Leases. Prior to the Closing Date, Company was a month to month tenant leasing the premises located at 6505 Highway 29 North, Molino, Florida 32577 (the “Leased Premises”), by and between Seller as “Tenant” and 29 & MOLINORD DEVELOPMENT LLC, a Florida limited liability company as “Landlord” (the “Seller Lease”). During the Due Diligence Period, Purchaser shall be solely responsible for negotiating with Landlord for a lease or other occupancy arrangement for the Leased Premises that is reasonably acceptable to Purchaser. Seller shall reasonably cooperate with Purchaser in connection with such negotiations, but Seller shall not be required to compel Landlord to enter into any lease or other agreement or to guarantee any lease terms. If Purchaser is unable to obtain a lease or occupancy arrangement reasonably acceptable to Purchaser before the expiration of the Due Diligence Period, Purchaser may terminate this Agreement before the expiration of the Due Diligence Period without penalty. After expiration of the Due Diligence Period, Purchaser shall have no right to terminate this Agreement based on the Seller Lease, the Leased Premises, or Purchaser’s lease negotiations with Landlord.

Section 3.19          Equipment and Personal Property. Schedule 3.19 sets forth a complete and accurate description of all equipment and personal property owned by Company as well as all leases or loans pursuant to which Company acquired personal property. All equipment and personal property used by Company is either (a) owned, free and clear of all Liens, or (b) used under operating leases or promissory notes and described in Schedule 3.19. All such leases and loans are valid and in full force and effect and enforceable in accordance with their terms. Company has not received any notice of and there exists no event of default, or event, occurrence, condition or act, including the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, that constitutes or would constitute (with or without the giving or receipt of notice or the passage of time or both) a default in any respect, or give rise to a right of acceleration, cancellation or termination, under any such lease. All of the equipment and tangible personal property owned or leased by Company is in good operating condition and repair (accounting for the age of such equipment), subject to normal wear and tear.

Section 3.20          Intellectual Property.

Section 3.21          Company Contracts.

Section 3.22          No Adverse Change. Since December 31, 2025, there has been no material change in the Business, operations, condition (financial or otherwise), prospects, liabilities, or assets of Company, and there is no change that is threatened or pending or any facts or circumstances that could give rise to or cause such a change.

Section 3.23          Title and Condition of Assets. Company has good, valid, and legal record and beneficial title to all of its assets, including without limitation those reflected in the most recent balance sheet included in the Financial Statements, free and clear of Liens or encumbrances. Company's assets are in good condition and working order and constitute all of the assets and properties necessary to conduct the Business subsequent to the Closing substantially in the manner conducted prior to the Closing.

Section 3.24          Transactions with Affiliates. Except as set forth in Schedule 3.24, none of Company, Seller, any officer, manager or employee of Company nor any Affiliate thereof: (i) has borrowed money from, or loaned money to, Company; (ii) is a party to any contract or other arrangement, written or oral, with Company; (iii) has asserted or threatened to assert any claim against Company; or (iv) is engaged in any transaction with Company.

Section 3.25          Absence of Certain Practices. No pharmacist, the Company, nor any manager, officer, agent, employee, or other Person acting on his behalf, directly or indirectly, has given, made, received, or agreed to give, make, or receive any commission, payment, gratuity, gift, political contribution, or similar benefit to any customer, supplier, or employee or official of any Governmental Authority or any other Person. The foregoing sentence does not extend to any commission, payment, gratuity, gift, political contribution, or similar benefit given by or on behalf of Purchaser. Neither the Company nor any manager, officer, agent, employee, or other Person acting on its behalf has: (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, employees of any Governmental Authority or others; or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures.

Section 3.26          Third-Party Payors. Schedule 3.26 sets forth an accurate and complete list of all contracts between Company and third-party payors. Company has provided to Purchaser accurate and complete copies of all such contracts. Company is in compliance with each contract it has entered into with a third-party payor, and Company has properly charged and billed in accordance with the terms of those contracts, including, where applicable, billing and collection of all deductibles and co-payments.

Section 3.27          Governmental Health Care Programs. To the Company’s Knowledge:

(a)          Company does not employ or contract with any person who has been excluded from participation in a federal health care program (as defined in 42 U.S.C. Section 1320a-7b(f)).

(b)          Company is qualified for participation in the Medicare and Medicaid governmental health care programs, has a current and valid provider contract with such programs, and is, and has been, in compliance with the conditions of participation in such programs. Except as has been separately disclosed in writing to Purchaser, no Seller nor Company has received notice of any pending or threatened investigation or inquiry (other than routine surveys and audits that have not resulted in an investigation or inquiry) from any Governmental Authority, fiscal intermediary, carrier, or similar entity that enforces or administers the statutory or regulatory provisions in respect of any governmental health care program.

(c)          There are no outstanding or threatened reviews, claims, judgments, orders, writs, injunctions or decrees by or before any Governmental Authority (including without limitation CMS), intermediary or carrier in respect of any governmental health care program against Seller or Company that could result in liability of Seller or Company (whether or not covered by insurance), that could affect or delay the Seller’s, any pharmacist's or Company's performance of this Agreement or that could have a Material Adverse Effect upon Purchaser or Company.

Section 3.28          Healthcare Laws. Except as disclosed on Schedule 3.28, to Company’s Knowledge, neither Company, nor any of its employees or agents has engaged in any activity that is prohibited under federal Medicare or Medicaid statutes (including without limitation the Anti-kickback Law), the regulations promulgated pursuant thereto, Florida healthcare or insurance Laws (including without limitation the Florida Patient Self-Referral Act), or any other Laws, or that is prohibited by rules of professional conduct or that otherwise could constitute fraud, including the following: (i) making or causing to be made a false statement or representation in any application for any benefit or payment; (ii) making or causing to be made any false statement or representation for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; or (iv) soliciting, paying or receiving any remuneration (including without limitation any kickback, bribe, or rebate), directly or indirectly, overtly, or covertly, in cash or in kind or offering to pay such remuneration (A) in return for referring an individual to Company or Seller or any employee or agent of Company or Seller for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (B) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid.

Section 3.29          Reimbursement Matters.

Section 3.30          Patients. All Patient Files that are, or are required by Law to have been, owned and maintained by Company have been maintained in accordance with all Laws.

Section 3.31          Environmental Representations. Except as set forth on Schedule 3.31:

(a)          Company has operated and maintained its property in compliance with all federal, state, and local environmental laws, free of any Hazardous Substances as would require remediation under any applicable Environmental Law.

(b)          No claim, lawsuit, agency proceeding or other legal, quasi-legal, or administrative challenge or demand has been brought or, to the Knowledge of Company, threatened or made concerning the property of Company, the operation thereof, or the existence of any Hazardous Substance thereon or therein as would require remediation under applicable Environmental Law.

(c)          There have been no spills, discharges, releases, deposits, or emplacements of any Hazardous Substance by Company or Seller on Real Property leased, occupied, or operated by Company (the "Covered Properties") as would require remediation under any applicable Environmental Law. To the Company’s knowledge, there is not now, nor has there ever been, any asbestos-containing material in any form or condition, underground storage tank, above-ground storage tank, landfill, waste pile, surface impoundment, disposal area, or article or equipment containing polychlorinated biphenyls on or at any of the Covered Properties.

Section 3.32          Disclosure. No representation, warranty, or statement made by Company in this Agreement or in the schedules or exhibits attached hereto, contains or will contain any untrue statement of a fact, or omits or will omit to state a fact required to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

Section 4.1          Authority; Execution and Delivery; Enforceability. The Seller has full power, authority, and capacity to execute and deliver this Agreement and, to the extent a party thereto, the Related Agreements, and to perform its obligations hereunder and thereunder. Each of this Agreement and (when executed) such Related Agreements has been (or will be) duly executed and delivered by the Seller and constitutes (or will, when executed, constitute) the legal, valid, and binding obligation of the Seller to the extent a party thereto, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Section 4.2          No Violation. The execution and delivery of this Agreement and the Related Agreements by the Seller, to the extent a party thereto, do not, and the consummation by the Seller of the transactions contemplated hereby and by such Related Agreements will not: (i) result in a violation or breach of, or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration (with or without the giving or receipt of notice or passage of time or both) under, any of the terms, conditions or provisions of any License, agreement, contract or other instrument or obligation to which the Seller or any of its Affiliates is a party; (ii) violate any Order or any Law; or (iii) result in the creation of any Lien or encumbrance on any of the assets of the Seller.

Section 4.3          Consents and Approvals. No consent, approval, License, or Order of, or registration, declaration or filing with, any Governmental Authority or Person is required to be obtained by or on behalf of the Seller in connection with the execution, delivery and performance of this Agreement or the Related Agreements or (ii) in order to permit the Seller to continue as an employee of Company, Purchaser, or one of its Affiliates after the Closing.

Section 4.4          Ownership and Transfer of the Membership Interests. All of the Membership Interests have been duly authorized and validly issued and are fully paid and non-assessable. The Seller is the lawful owner of all of the Membership Interests, free and clear of all Liens or encumbrances. The Seller has the full legal right, power, and authority to enter into this Agreement and to sell, assign, transfer, and convey the Seller’s membership interests to Purchaser pursuant to this Agreement. The delivery to Purchaser of the Seller’s membership interests pursuant to the provisions of this Agreement will transfer to Purchaser full, valid title to all Membership Interests, free and clear of all Liens and encumbrances. None of the Seller’s membership interests are subject to any federal or state restriction on resale or transfer.

Section 4.5          Employee Information.

Section 4.6         Insurance Policies. Schedule 4.6 sets forth a complete and accurate list of all insurance policies currently providing coverage, and that during the past three years has provided coverage, in favor of the Seller. Company has heretofore delivered to Purchaser true, correct, and complete copies of all such policies. Each current policy is in full force and effect and all premiums are currently paid, and no notice of cancellation, termination, or non- renewal has been received by Company or the Seller with respect to any such policy. Neither Company nor Seller has been refused any insurance with respect to the Seller’s assets, or the pharmacy (including, without limitation, professional liability insurance coverage), nor has coverage been limited by any insurance carrier for any such insurance or with which it or he, as the case may be, has carried insurance during the last three years. Neither Company nor Seller has any outstanding claims, settlements, or premiums owed with respect to any such insurance policy, and each has given all notices or has presented all potential or actual claims under any insurance policy in due and timely fashion. Seller has been continuously insured for professional liability claims for at least the past five years. If applicable, prior to the Closing Date, the Company obtained (i) fully-paid-up “tail” coverage with respect to any “claims-made” insurance policy of the Company to include, without limitation, professional liability coverage for the pharmacy's and pharmacists' acts and omissions (a true, correct, and complete list of such policies being set forth on Schedule 4.6), which coverage will remain in place for four (4) years following the Closing and (ii) six (6) years of fully-paid-up “tail” coverage with respect to the Company directors’ and officers’ liability insurance policy.

Section 4.7          Transactions with Affiliates. The Seller (i) has not borrowed money from, or loaned money to, Company, (ii) is not a party to any contract or other arrangement, written or oral, with Company, (iii) has not asserted or threatened to assert any claim against Company, and (iv) is not engaged in any transaction with Company.

Section 4.8          Absence of Certain Practices. The Seller has not, directly or indirectly, given, made, received, or agreed to give, make, or receive any commission, payment, gratuity, gift, political contribution, or similar benefit to any customer, supplier, or employee, or official of any Governmental Authority or any other Person. The Seller has not (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to, or on behalf of, employees of any Governmental Authority or others or (ii) accepted or received any unlawful contributions, payments, gifts, or expenditures.

Section 4.9          Healthcare Laws. The Seller has not engaged in any activity, in its individual capacity or in connection with or on behalf of Company, that is prohibited under federal Medicare or Medicaid statutes (including the Anti-kickback Law), the regulations promulgated pursuant thereto, Florida healthcare or insurance Laws, or any other Laws, or that is prohibited by rules of professional conduct or that otherwise could constitute fraud, including the following: (i) making or causing to be made a false statement or representation in any application for any benefit or payment; (ii) making or causing to be made any false statement or representation for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; or (iv) soliciting, paying, or receiving any remuneration (including without limitation any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (A) in return for referring an individual to Company or for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid or (B) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid.

Section 4.10          Reimbursement Matters. The Seller is not subject to (i) a "focused review" of claims by Medicare or (ii) a "Corporate Integrity Agreement" or similar government-mandated compliance program, nor does Seller have any reason to believe that Seller will become subject to (i) a "focused review" of claims by Medicare or (ii) a "Corporate Integrity Agreement" or similar government-mandated compliance program.

Section 4.11          Disclosure. No representation, warranty, or statement made by the Seller in this Agreement or in the schedules or exhibits attached hereto, contains, or will contain, any untrue statement of a fact, or omits, or will omit, to state a fact required to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Section 4.12          Good Faith Efforts. From and after the Effective Date, Seller shall use good faith efforts to cooperate with Purchaser to allow Purchaser to process expeditiously all required change of ownership applications with all required regulatory and governmental agencies in order to allow the Closing to proceed.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Seller as follows:

Section 5.1          Organization. Purchaser has all requisite power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

Section 5.2          Authority; Execution and Delivery; Enforceability. Purchaser has full power and authority to execute and deliver this Agreement and, to the extent a party thereto, the Related Agreements, and to perform its obligations hereunder and under such Related Agreements. Each of this Agreement and (when executed) the Related Agreements has been (or will be) duly executed and delivered by Purchaser to the extent a party thereto, and constitutes (or will, when executed, constitute) the legal, valid, and binding obligation of Purchaser to the extent a party thereto, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, and other similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Section 5.3          No Violation. The execution and delivery of this Agreement and the Related Agreements by Purchaser to the extent it is a party thereto do not, and the consummation of the transactions contemplated hereby and by such Related Agreements will not result in a violation or breach of, or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration (with or without the giving or receipt of notice or passage of time or both) under, any of the terms, conditions or provisions of any License, contract, or other instrument or obligation to which Purchaser is a party or by which its properties or assets may be bound.

Section 5.4          Consents and Approvals. No License or Order of, or registration, declaration or filing with, any Governmental Authority or Person is required to be obtained by or on behalf of Purchaser in connection with the execution, delivery and performance by it of this Agreement or the Related Agreements or the consummation by it of the transactions contemplated hereby and by such Related Agreements.

Section 5.5          Disclosure. No representation, warranty or statement made by Purchaser in this Agreement or in the schedules or exhibits attached hereto, contains or will contain any untrue statement of fact, or omits or will omit to state a fact required to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Section 5.6          Good Faith Efforts. From and after the Effective Date, Purchaser shall use good faith efforts to process expeditiously all required change of ownership applications with all required regulatory and governmental agencies in order to allow the Closing to proceed.

ARTICLE VI

CERTAIN COVENANTS

The parties covenant as follows:

Section 6.1          Access to Information. At all times material to this Agreement and until Closing Date, Company and the Seller shall provide Purchaser and its officers, employees, agents, attorneys, accountants, and other representatives full access, upon reasonable notice and during normal business hours, to the Seller, the employees, and financial, legal, and other representatives of Company, and to the books, records, and properties relating to Company's Business and operations (including obtaining copies thereof upon reasonable notice). The Seller and Company shall instruct such persons to make full and candid disclosure of all information reasonably requested. No investigation by Purchaser or other information received by Purchaser shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller or Company in this Agreement. After the Closing, if reasonably requested by Seller, the Company and Purchaser shall allow Seller timely access to requested Company books and records reasonably necessary to allow Seller to address any audit requests or requirements necessitating Seller’s access to such books and records.

Section 6.2          Conduct of Business in Normal Course. At all times material to this Agreement and until the Closing Date, Company shall, and the Seller shall cause Company to, unless otherwise expressly authorized by this Agreement or as consented to in writing by Purchaser: (i) maintain its present business organizations intact; (ii) use its best efforts to keep available the services of its present employees; (iii) use its best efforts to preserve its present relationships with Persons having business dealings with it; (iv) operate its Business in the ordinary and regular course consistent with its prior practices (but shall not be required to obtain Purchaser consent for ordinary-course operational decisions, including staffing adjustments, inventory purchases, vendor changes, or pricing decisions); (v) maintain its books and records in accordance with best business practices; (vi) maintain all certificates, Licenses and Governmental Permits necessary for the conduct of its Business as currently conducted and as contemplated to be conducted; and (vii) comply with all applicable Laws.

(i)    action or omission that could reasonably be expected to have a Material Adverse Effect;

(ii)    transaction not in the ordinary course of business, including any sale of all or a portion of Company's assets or any merger, affiliation or joint venture of Company and any other Person;

(iii)    damage, destruction or loss, whether or not insured;

(iv)    failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31, 2025;

(v)    failure to pay the Company's debts, Taxes, or other obligations when due;

(vi)    change in accounting principles, methods, or practices, claims, payment and processing practices or policies regarding transactions with Affiliates;

(vii)    revaluation of any assets or write-up or write-down of the value of any assets, other than consistent with past practice;

(viii)    amendment to the articles of formation or operating agreement of Company, except as may be required to comply with the terms of this Agreement;

(ix)    sale, assignment, or transfer outside of the ordinary course of business, or encumbrance of, any asset;

(x)    payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company;

(xi)    issuance of membership interests of or other equity interest in Company;

(xii)    lapse of any patent, trademark, trade name, service mark, or copyright or any application for the foregoing;

(xiii)    capital expenditure or capital commitment requiring an expenditure of monies in the future by Company, other than transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) in the aggregate;

(xiv)    amendment, termination or revocation of (or notice of intent to do so), or a failure to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract or Lease to which Company is, or at any time since December 31, 2025, was, a party;

(xv)    increase or commitment to increase the salary or other compensation payable or to become payable to any Seller or officer, manager, employee, agent, or independent contractor of Company, the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice; or

(xvi)    entry into any agreement, whether in writing or otherwise, to take any of the foregoing actions.

Section 6.3          Exclusivity. Prior to the earlier of the Closing or the termination of this Agreement for any reason, neither the Seller nor Company (nor any of Seller’s or Company's Affiliates, officers, employees, representatives, or agents) shall, directly or indirectly, solicit or initiate any discussions or negotiations with, participate in any negotiations with, provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort or attempt by, any Person, other than Purchaser and its employees, representatives, and agents, concerning: (i) the merger, affiliation or joint venture of Company with any other Person; (ii) the sale, assignment, or transfer of all or any portion of Company's assets; (iii) the sale or issuance of membership interests in Company; (iv) any employment, engagement, or other retention of the Seller; or (v) any transaction similar to any of the foregoing transactions. The Seller and Company shall promptly advise Purchaser of any proposal or inquiry made to Seller or to any of Company's officers, employees, representatives, or agents) with respect to any of the foregoing transactions. Seller and Company agree that the rights and remedies for noncompliance with this Section 6.3 shall include having such provision specifically enforced by a court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

Section 6.4          Notification of Breach/Notification of Certain Events. From the date hereof through the Closing Date, each party hereto shall give notice, as promptly as practicable, to the others of: (i) any representation or warranty of such party contained in this Agreement being untrue or inaccurate and (ii) any failure by such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. From the date hereof through the Closing Date, Seller shall promptly notify Purchaser in writing of: (i) any fact, circumstance, event, or action the existence, occurrence, or taking of which: (A) has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) has resulted in or could reasonably be expected to result in, any representation or warranty made by Company or any Seller hereunder not being true and correct; or (C) has resulted in or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.1 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Actions commenced or, to any Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting any Seller or Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or that relates to the consummation of the transactions contemplated by this Agreement.

Section 6.5          Due Diligence; Requested Information. For a period of thirty (30) days after the Effective Date (the “Due Diligence Period”), Purchaser may conduct a due diligence review of the Company and the Business and may submit reasonable written requests to Seller for information, documents, contracts, schedules, lists, reports, permits, licenses, insurance policies, financial information, tax information, employee information, third-party payor information, regulatory information, environmental information, and other materials reasonably related to the Company, the Business, or the transactions contemplated by this Agreement (collectively, the “Due Diligence Materials”). Seller shall provide Due Diligence Materials responsive to Purchaser’s reasonable written requests to the extent such materials are in Seller’s possession or control, and shall do so within the Due Diligence Period or, for requests made within five (5) Business Days before expiration of the Due Diligence Period, within five (5) Business Days after Seller’s receipt of the request. Such Due Diligence Materials shall be included as applicable in the Disclosure Schedules in Exhibit D attached to this agreement. The Disclosure Schedules in Exhibit D shall be completed by the Seller no later than the Closing Date. Purchaser’s due diligence termination right is limited to the following: (a) Seller’s material failure to provide requested Due Diligence Materials and/or Disclosure Schedules as required by this Section 6.5 after written notice from Purchaser and three (3) Business Days opportunity to cure; or (b) Purchaser’s discovery, based on the Due Diligence Materials and/or Disclosure Schedules in Exhibit D, of information that is materially detrimental to the Company, the Business, or the transactions contemplated by this Agreement. Purchaser shall not have a general right to terminate this Agreement for convenience or for any reason during the Due Diligence Period. If Purchaser does not terminate this Agreement in writing before the expiration of the Due Diligence Period, Purchaser’s due diligence termination right shall be deemed waived, except with respect to any timely requested Due Diligence Materials and/or Disclosure Schedules that Seller is not required to provide until after expiration of the Due Diligence Period under this Section 6.5.

Section 6.6          Consents. Each of the parties hereto shall use all commercially reasonable efforts and shall fully cooperate with each other party to make promptly all registrations, filings and applications, give all notices and obtain all Governmental Permits and third party consents, permits, approvals, Orders, authorities, qualifications, and waivers necessary for the consummation of the transactions contemplated hereby or that thereafter may be necessary to effectuate the transfer or renewal of any other License, approval or authorization. Without limiting the generality of the foregoing, the parties hereto shall use all commercially reasonable efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Related Agreement; (ii) avoid the imposition of any Order or the taking of any Action that would restrain, alter, or enjoin the transactions contemplated by this Agreement or any Related Agreement; (iii) if any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Related Agreement has been issued, to have such Governmental Order vacated or lifted. If any consent, approval, or authorization necessary to preserve any right or benefit under any Company Contract is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Purchaser and Company in attempting to obtain such consent, approval, or authorization as promptly thereafter as practicable. If such consent, approval, or authorization cannot be obtained, Seller shall use its best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if Seller provides such rights and benefits, the Company shall assume all obligations and burdens thereunder. Notwithstanding the foregoing, nothing in this Section 6.6 shall require, or be construed to require, Purchaser or any of its Affiliates to agree to: (i) sell, hold, divest, discontinue, or limit, before or after the Closing Date, any assets, Business, or interests of Purchaser, the Company, or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operation of any such assets, Business, or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially or adversely impact the economic or business benefits to Purchaser of the transactions contemplated by this Agreement or any Related Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement or any Related Agreement. Purchaser shall use commercially reasonable and diligent efforts to obtain all PBM, PSAO, Medicaid, and governmental approvals and shall not intentionally delay Closing or approval processing.

Section 6.7          Confidentiality.

Section 6.8          Responsibility for Filing Tax Returns.

(a)          Seller shall prepare and file, or cause to be prepared and filed, when due (taking into account any extension of a required filing date), all Tax Returns of the Company that are required to be filed on or prior to the Closing Date, and all income Tax Returns of the Company related to Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date. Seller shall pay or cause to be paid all Taxes with respect to any such Tax Return in accordance with Law.

(c)          Any Tax Return described in this Section 6.8 shall be submitted by the party preparing such Tax Return (the “Tax Preparing Party”) (together with schedules, statements and, to the extent reasonably requested, supporting documentation) to the other party or parties at least thirty (30) days (or, in the case of any Tax Return that is not an income Tax Return, a reasonable number of days) prior to the due date (including any applicable extension) of such Tax Return. Each party shall have the right to review and comment on such Tax Return. If a party, within ten (10) Business Days after receipt of any such Tax Return, notifies the Tax Preparing Party in writing that it objects to any items in such Tax Return, the disputed item shall be resolved in a manner mutually agreeable to the parties within ten (10) Business Days, and if not so resolved, then by a jointly retained accounting firm within a reasonable time, taking into account the deadline for filing such Tax Return. Upon resolution of all such items, the relevant Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of such accounting firm shall be borne by the Tax Preparing Party unless such accounting firm adopts the Tax Preparing Party’s position, and in such case, the costs, fees, and expenses of such accounting firm shall be borne by the other party.

(d)          Without prior written consent of Purchaser, Seller (and, prior to the Closing, the Company, its Affiliates, and their respective Representatives) shall not, to the extent it may affect or relate to the Company, make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing Tax liability or reducing any Tax asset of the Purchaser or the Company in respect of any Post-Closing Tax Period. Seller agrees that Purchaser is to have no liability for any Tax resulting from any action of Seller, the Company, its Affiliates or any of their respective representatives, and agree to indemnify and hold harmless Purchaser (and, after the Closing Date, the Company) against any such Tax or reduction of any Tax asset. Any and all existing Tax sharing agreements (whether written or otherwise) binding upon the Company shall be terminated as of the Closing Date. All transfer, documentary, sales, use, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and any Related Agreements (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees. Purchaser shall pay or cause to be paid all Taxes with respect to any Purchaser Filed Tax Return filed under Section 6.8(b). Seller shall pay to Purchaser an amount equal to any Taxes attributable to the Pre-Closing Tax Period with respect to any Purchaser Filed Tax Return prepared in compliance with this Section 6.8, to the extent not paid at or before the Closing, within five (5) days after the date requested by Purchaser.

Section 6.9          Further Assurances. At the Closing and after the Closing Date, each party shall execute and deliver, or cause to be executed and delivered, for no additional consideration, such assignments, deeds, drafts, checks, stock certificates, returns, filings, resignations, and other instruments, agreements, consents and assurances and take or cause to be taken all such actions as the other party or its counsel may reasonably request for the effectual consummation of the transactions contemplated hereby and by the Related Agreements.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.1          Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfilment on or prior to the Closing Date of the following conditions, any of which may be waived by Purchaser:

Section 7.2          Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall be subject to the fulfilment on or prior to the Closing Date of the following conditions, any of which may be waived by the Seller:

ARTICLE VIII

INDEMNIFICATION

Section 8.1          Survival. Except as set forth herein, the representations and warranties made by the parties (i) in Articles III, IV, and V of this Agreement, and in the schedules and exhibits attached hereto, certificates, and documents related thereto relating to corporate organization, capitalization, authority, title to the Membership Interests, and Taxes shall survive the Closing Date until the expiration of the applicable statute of limitations period; (ii) in Articles III, IV, and V of this Agreement, and in the schedules and exhibits attached hereto, certificates, and documents related thereto relating to anything other than the matters described in clause (i) shall survive the Closing Date for a period of twelve (12) months; and (iii) covenants and agreements that by their terms are to be performed after Closing shall survive for the period provided in such covenants and agreements, or if no period is provided, for twelve (12) months. Notwithstanding anything to the contrary contained herein, any claim for indemnification that is asserted by written notice before expiration of the applicable survival period shall survive until finally resolved.

Section 8.2          Indemnification by Seller. Seller shall, jointly and severally, indemnify and hold harmless Purchaser and each of its Subsidiaries and Affiliates, and each of their respective direct and indirect parent companies, managers, partners, members, officers and directors, and other Representatives (individually "Purchaser Indemnitee" or collectively, the “Purchaser Indemnitees”) from and against all Damages incurred by such Purchaser arising from:

Section 8.3          Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller and its respective Representatives, Subsidiaries, direct and indirect parent companies, managers, partners, members, officers, and directors (the “Seller Indemnitees”) from and against all Damages incurred by the Seller arising from: (a) any failure by Purchaser to perform any of its covenants or other obligations in this Agreement; and (b) any breach of any representation or warranty of Purchaser contained in this Agreement. Purchaser shall also indemnify, defend, and hold harmless Seller from and against any and all losses, liabilities, claims, recoupments, audits, PBM disputes, governmental investigations, regulatory matters, malpractice claims, operational liabilities, or damages arising from or relating to the operation of the Business following the Closing Date, including without limitation liabilities arising from Purchaser’s management, operation, staffing, billing, reimbursement practices, or compliance activities following Closing.

Section 8.4          Notice of Claims. Any party seeking indemnification hereunder (an "Indemnitee") shall give to the party or parties obligated to provide indemnification to such Indemnitee (an "Indemnitor") a notice (the "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based (and, in the case of a third party claim, a copy of the notice received by such Indemnitee of such claim).

Section 8.5          Claims.

ARTICLE IX

TERMINATION

Section 9.1          Right to Terminate. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement may be terminated and the transactions contemplated herein abandoned at any time prior to the Closing:

Section 9.2          Obligations to Cease. If this Agreement shall be terminated pursuant to Section 9.1, all obligations and agreements of the parties set forth in this Agreement shall forthwith become void except for the obligations that expressly survive termination, and there shall be no liability or obligations on the part of the parties hereto except as otherwise provided in this Agreement. Notwithstanding the foregoing, the termination of this Agreement under Section 9.1 shall not relieve any party of any liability for breach of this Agreement prior to the date of termination.

ARTICLE X

MISCELLANEOUS

Section 10.1          Expenses. Except as expressly provided herein, the Seller, Company, and Purchaser each shall pay its/their own costs and expenses, including, without limitation, any accounting fees, legal fees, brokerage fees, commissions or finder's fees incurred by such party in connection with the negotiation and preparation of this Agreement and in closing and carrying out the transactions contemplated by this Agreement. Company shall not pay any expenses incurred by the Seller in connection with this Agreement.

Section 10.2          Notices and Addresses. Any notice, demand, request, waiver, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the business day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the third day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:

If to Purchaser to:                   PROGRESSIVE CARE, LLC,

400 Ansin Boulevard, Suite A

Hallandale Beach, Florida 33009

Attn: David Phipps, Managing Member

with a courtesy copy to:          Richard L. Barbara, P.A.

224 Palermo Avenue

Coral Gables, Florida 3313

Attn: Richard L. Barbara, Esq.

If to Seller or Company:                   Ron G. Scott

with a courtesy copy to:          Carver Darden Koretzky Tessier Finn Blossman & Areaux LLC

151 West Main Street, Suite 200

Pensacola, FL 32502

Attn: Stephen B. Shell

Section 10.3          No Third-Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person, except that the Persons entitled to indemnity under Article VIII shall be third-party beneficiaries to the extent of such indemnification rights.

Section 10.4          Assignment. Neither this Agreement nor any right, interest, or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto, and any attempt to do so will be void; provided that Purchaser shall have the right to assign this Agreement and its rights and obligations hereunder to an Affiliate.

Section 10.5          Construction. Nouns, pronouns, and verbs shall be construed as masculine, feminine, neuter, singular, or plural, whichever is applicable, throughout this Agreement. The word "including" shall mean "including without limitation." The division of this Agreement into sections and subsections, and the use of captions and headings, are solely for convenience of reference and shall have no legal effect in construing the provisions of this Agreement. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida. The Parties acknowledge and agree that they have been or have had the opportunity to be represented by counsel and that they have participated in the drafting of this Agreement. Accordingly, the language, terms, and conditions in this Agreement are not to be construed in any way against or in favor of any Party hereto by reason of the responsibilities of the parties in connection with the preparation of this Agreement.

Section 10.6          Waiver. No waiver of term or condition of this Agreement shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, shall be cumulative and not alternative.

Section 10.7          Entire Agreement; Amendment. This Agreement, including the schedules and exhibits attached hereto, sets forth the entire understanding and agreement and supersedes all other understandings, negotiations or agreements among the Company, the Seller and Purchaser relating to the transactions contemplated herein. This Agreement may be amended or modified only by written agreement executed by all of the parties hereto.

Section 10.8          Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from and (d) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 10.9          Negotiated Agreement. Each Party represents and warrants to all other parties that (a) before executing this Agreement, it has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) it has relied solely and completely upon its own judgment in executing this Agreement; (c) it has had the opportunity to seek the advice of counsel before executing this Agreement; (d) it has acted voluntarily and of its own free will in executing this Agreement; (e) it is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted among the parties and their respective counsel.

Section 10.10          Prevailing Party Attorneys’ Fees; Venue. In any litigation, arbitration, or other proceeding arising out of or relating to this Agreement, the transactions contemplated hereby, or the enforcement of any party’s rights hereunder, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees, costs, and expenses, including fees and costs incurred on appeal. Venue for any litigation arising out of or relating to this Agreement or the transactions contemplated hereby shall lie exclusively in the state courts located in Escambia County, Florida, or, if federal jurisdiction exists, in the United States District Court for the Northern District of Florida, Pensacola Division. Each Party irrevocably submits to such venue and waives any objection based on inconvenient forum or improper venue.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have entered into this Membership Interest Purchase Agreement as of the date first written above.

PURCHASER:

PROGRESSIVE CARE, LLC, a Nevada

Limited Liability Company

By:_/s/ David Phipps_____________________

Name: David Phipps

Title: Managing Member

SELLER:

__/s/ Ron G. Scott________________________

Ron G. Scott, an individual