Exhibit 10.9 


 


PROGRESSIVE CARE INC.

STOCK INCENTIVE PLAN


 


1. ESTABLISHMENT,
EFFECTIVE DATE AND TERM


 


Progressive Care Inc., a Delaware corporation,
hereby establishes the Progressive Care Inc. Stock Incentive Plan. The Effective Date of the Plan shall be the later of: (i) the date
the Plan was approved by the Board, and (ii) the date the Plan was approved by stockholders of Progressive Care in accordance with the
laws of the State of Delaware. Unless earlier terminated pursuant to Section 14(k) hereof, the Plan shall terminate on the tenth anniversary
of the Effective Date. Capitalized terms used herein are defined in Annex A attached hereto.


 


2. PURPOSE


 


The purpose of the Plan is to enable Progressive
Care to attract, retain, reward and motivate Eligible Individuals by providing them with an opportunity to acquire or increase a proprietary
interest in Progressive Care and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen
the mutuality of the interests between the Eligible Individuals and the stockholders of Progressive Care.


 


3. ELIGIBILITY


 


Awards may be granted under the Plan to any Eligible
Individual, as determined by the Committee from time to time, on the basis of their importance to the business of the Company, pursuant
to the terms of the Plan.


 


4. ADMINISTRATION


 


(a) Committee.
The Plan shall be administered by the Committee, which shall have the full power and authority to take all actions, and to make all
determinations not inconsistent with the specific terms and provisions of the Plan and deemed by the Committee to be necessary or appropriate
to the administration of the Plan, any Award granted or any Award Agreement entered into hereunder. The Committee may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect as it may determine in its sole discretion. The decisions by the Committee shall be final, conclusive
and binding with respect to the interpretation and administration of the Plan, any Award or any Award Agreement entered into under the
Plan.


 


(b) Delegation
to Officers or Employees. The Committee may designate officers or employees of the Company to assist the Committee in the administration
of the Plan. The Committee may delegate authority to officers or employees of the Company to grant Awards and execute Award Agreements
or other documents on behalf of the Committee in connection with the administration of the Plan, subject to whatever limitations or restrictions
the Committee may impose in accordance with applicable law and to the extent that such delegation will not result in the loss of an exemption
under Rule 16(b)-3(d)(1) for Awards grants to Participants subject to Section 16 of the Exchange Act in respect of the Company and will
not result in a related-person transaction with an executive officer required to be disclosed under Item 404(a) of Regulations S-K (in
accordance with Instruction 5.a.ii thereunder) under the Exchange Act.


 






    Exh. B-1


     


    

 


(c) Designation
of Advisors. The Committee may designate professional advisors to assist the Committee in the administration of the Plan. The
Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the administration of the Plan and may rely
upon any advice and any computation received from any such counsel, consultant, or agent. The Company shall pay all expenses and costs
incurred by the Committee for the engagement of any such counsel, consultant, or agent.


 


(d) Participants
Outside the U.S. In order to conform with the provisions of local laws and regulations of foreign countries that may affect
the Awards or the Participants, the Committee shall have the sole discretion to (i) modify the terms and conditions of the Awards granted
under the Plan to Eligible Individuals located outside the United States; (ii) establish subplans with such modifications as may be necessary
or advisable under the circumstances present by local laws and regulations; and (iii) take any action that it deems advisable to comply
with or otherwise reflect any necessary governmental regulatory procedures, or to obtain any exemptions or approvals necessary with respect
to the Plan or any subplan established hereunder.


 


(e) Liability
and Indemnification. No Covered Individual shall be liable for any action or determination made in good faith with respect
to the Plan, any Award granted hereunder or any Award Agreement entered into hereunder. The Company shall, to the maximum extent permitted
by applicable law and the Articles of Incorporation and Bylaws of Progressive Care, indemnify and hold harmless each Covered Individual
against any cost or expense (including reasonable attorney fees reasonably acceptable to the Company) or liability (including any amount
paid in settlement of a claim with the approval of the Company), and amounts advanced to such Covered Individual necessary to pay the
foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the Plan,
any Award granted hereunder or any Award Agreement entered into hereunder. Such indemnification shall be in addition to any rights of
indemnification such individuals may have under other agreements, applicable law or under the Articles of Incorporation or Bylaws of Progressive
Care. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by a Covered Individual
with regard to Awards granted to such Covered Individual under the Plan or arising out of such Covered Individual’s own fraud or
bad faith.


 


5. SHARES
OF COMMON STOCK SUBJECT TO PLAN


 


(a) Shares
Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares
or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued pursuant to Awards
granted under the Plan shall be 75,000,000 shares.


 


(b) Certain
Limitations on Specific Types of Awards. The granting of Awards under this Plan shall be subject to the following limitations:


 


(i) A
maximum of 75,000,000 shares of Progressive Care stock may be subject to grants of Incentive Stock Options.


 


(ii) With
respect to the shares of Common Stock issuable pursuant to this Section, a maximum of 75,000,000 of such shares may be subject to grants
of Performance Shares, Restricted Stock, Restricted Stock Units and Awards of Common Stock to any one Covered Employee during any one
fiscal year;


 


(iii) With
respect to the shares of Common Stock issuable pursuant to this Section, a maximum of 75,000,000 of such shares may be subject to grants
Awards to any one individual during any one fiscal year


 






    Exh. B-2


     


    

 


(c) Reduction
of Shares Available for Awards. Upon the granting of an Award, the number of shares of Common Stock available for issuance
under this Section for the granting of further Awards shall be reduced as follows:


 


(i) In
connection with the granting of an Option or Stock Appreciation Right, the number of shares of Common Stock shall be reduced by the number
of shares of Common Stock subject to the Option or Stock Appreciation Right;


 


(ii) In
connection with the granting of an Award that is settled in Common Stock, other than the granting of an Option or Stock Appreciation Right,
the number of shares of Common Stock shall be reduced by the number of shares of Common Stock subject to the Award; and


 


(iii) Awards
settled in cash or property other than Common Stock shall not count against the total number of shares of Common Stock available to be
granted pursuant to the Plan.


 


(d) Cancelled,
Forfeited, or Surrendered Awards. Notwithstanding anything to the contrary in this Plan, if any award under this Plan is cancelled,
forfeited or terminated for any reason prior to exercise, delivery or becoming vested in full, the shares of Common Stock that were subject
to such Award shall, to the extent cancelled, forfeited or terminated, immediately become available for future Awards granted under this
Plan; provided, however, that any shares of Common Stock subject to an Award that is cancelled, forfeited or terminated in order to pay
the exercise price of a stock option, purchase price or any taxes or tax withholdings on an award shall not be available for future Awards
granted under this Plan.


 


(e) Recapitalization.
If the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of
shares or other securities by reason of any recapitalization, reclassification, reorganization, stock split, reverse split, combination
of shares, exchange of shares, stock dividend or other distribution payable in capital stock of Progressive Care or other increase or
decrease in such shares effected without receipt of consideration by Progressive Care occurring after the Effective Date, an appropriate
and proportionate adjustment shall be made by the Committee to: (i) the aggregate number and kind of shares of Common Stock available
under the Plan (including, but not limited to, the limits of the number of shares of Common Stock described in Section 5(b)), (ii) the
calculation of the reduction of shares of Common Stock available under the Plan, (iii) the number and kind of shares of Common Stock issuable
pursuant to outstanding Awards granted under the Plan and/or (iv) the Exercise Price of outstanding Options or Stock Appreciation Rights
granted under the Plan. No fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment
under this Section 5(e), and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to
the nearest whole share or unit. Any adjustments made under this Section 5(e) with respect to any Incentive Stock Options must be made
in accordance with Code Section 424.


 


6. OPTIONS


 


(a) Grant
of Options. Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible Individuals as the Committee
may determine, Options to purchase such number of shares of Common Stock and on such terms and conditions, as the Committee shall determine
in its sole and absolute discretion. Each grant of an Option shall satisfy the requirements set forth in this Section.


 






    Exh. B-3


     


    

 


(b) Type
of Options. Each Option granted under the Plan may be designated by the Committee, in its sole discretion, as either (i) an
Incentive Stock Option, or (ii) a Non-Qualified Stock Option. Options designated as Incentive Stock Options that fail to continue to meet
the requirements of Code Section 422 shall be re-designated as Non-Qualified Stock Options automatically on the date of such failure to
continue to meet such requirements without further action by the Committee. In the absence of any designation, Options granted under the
Plan will be deemed to be Non-Qualified Stock Options.


 


(c) Exercise
Price. Subject to the limitations set forth in the Plan relating to Incentive Stock Options, the Exercise Price of an Option
shall be fixed by the Committee and stated in the respective Award Agreement, provided that the Exercise Price of the shares of Common
Stock subject to such Option may not be less than Fair Market Value of such Common Stock on the Grant Date, or if greater, the par value
of the Common Stock.


 


(d) Limitation
on Repricing. Unless such action is approved by Progressive Care’s stockholders in accordance with applicable law: (i)
no outstanding Option granted under the Plan may be amended to provide an Exercise Price that is lower than the then-current Exercise
Price of such outstanding Option (other than adjustments to the Exercise Price pursuant to Sections 5(e) and 11); (ii) the Committee may
not cancel any outstanding Option and grant in substitution therefore new Awards under the Plan covering the same or a different number
of shares of Common Stock and having an Exercise Price lower than the then-current Exercise Price of the cancelled Option (other than
adjustments to the Exercise Price pursuant to Sections 5(e) and 11); and (iii) the Committee may not authorize the repurchase of an outstanding
Option that has an Exercise Price that is higher than the then-current fair market value of the Common Stock (other than adjustments to
the Exercise Price pursuant to Sections 5(e) and 11).


 


(e) Limitation
on Option Period. Subject to the limitations set forth in the Plan relating to Incentive Stock Options, Options granted under
the Plan and all rights to purchase Common Stock thereunder shall terminate no later than the tenth anniversary of the Grant Date of such
Options, or on such earlier date as may be stated in the Award Agreement relating to such Option. In the case of Options expiring prior
to the tenth anniversary of the Grant Date, the Committee may in its discretion, at any time prior to the expiration or termination of
said Options, extend the term of any such Options for such additional period as it may determine, but in no event beyond the tenth anniversary
of the Grant Date thereof.


 


(f) Limitations
on Incentive Stock Options. Notwithstanding any other provisions of the Plan, the following provisions shall apply with respect
to Incentive Stock Options granted pursuant to the Plan.


 


(i) Limitation
on Grants. Incentive Stock Options may only be granted to Section 424 Employees. The aggregate Fair Market Value (determined at the
time such Incentive Stock Option is granted) of the shares of Common Stock for which any individual may have Incentive Stock Options that
first become vested and exercisable in any calendar year (under all incentive stock option plans of the Company) shall not exceed $100,000.
Options granted to such individual in excess of the $100,000 limitation, and any Options issued subsequently that first become vested
and exercisable in the same calendar year, shall automatically be treated as Non-Qualified Stock Options.


 


(ii) Minimum
Exercise Price. In no event may the Exercise Price of a share of Common Stock subject an Incentive Stock Option be less than 100%
of the Fair Market Value of such share of Common Stock on the Grant Date.


 






    Exh. B-4


     


    

 


(iii) Ten
Percent Stockholder. Notwithstanding any other provision of the Plan to the contrary, in the case of Incentive Stock Options granted
to a Section 424 Employee who, at the time the Option is granted, owns (after application of the rules set forth in Code Section 424(d))
stock possessing more than ten percent of the total combined voting power of all classes of stock of Progressive Care, such Incentive
Stock Options (i) must have an Exercise Price per share of Common Stock that is at least 110% of the Fair Market Value as of the Grant
Date of a share of Common Stock, and (ii) must not be exercisable after the fifth anniversary of the Grant Date.


 


(g) Vesting
Schedule and Conditions. No Options may be exercised prior to the satisfaction of the conditions and vesting schedule provided
for in the Plan and in the Award Agreement relating thereto.


 


(h) Exercise.
When the conditions to the exercise of an Option have been satisfied, the Participant may exercise the Option only in accordance with
the following provisions. The Participant shall deliver to Progressive Care a written notice stating that the Participant is exercising
the Option and specifying the number of shares of Common Stock that are to be purchased pursuant to the Option, and such notice shall
be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised, by one or more of the methods
provided for in the Plan. An attempt to exercise any Option granted hereunder other than as set forth in the Plan shall be invalid and
of no force and effect.


 


(i) Payment.
Payment of the Exercise Price for the shares of Common Stock purchased pursuant to the exercise of an Option shall be made by one of the
following methods:


 


(i) by
cash, certified or cashier’s check, bank draft or money order;


 


(ii) through
the delivery to Progressive Care of shares of Common Stock that have been previously owned by the Participant for the requisite period
necessary to avoid a charge to Progressive Care’s earnings for financial reporting purposes; such shares shall be valued, for purposes
of determining the extent to which the Exercise Price has been paid thereby, at their Fair Market Value on the date of exercise; without
limiting the foregoing, the Committee may require the Participant to furnish an opinion of counsel acceptable to the Committee to the
effect that such delivery would not result in Progressive Care incurring any liability under Section 16(b) of the Exchange Act; or


 


(iii) by
any other method that the Committee, in its sole and absolute discretion and to the extent permitted by applicable law, may permit, including,
but not limited to through a “cashless exercise sale and remittance procedure” pursuant to which the Participant shall concurrently
provide irrevocable instructions (1) to a brokerage firm approved by the Committee to effect the immediate sale of the purchased shares
and remit to Progressive Care, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased shares plus all applicable federal, state and local income, employment, excise, foreign and other taxes
required to be withheld by the Company by reason of such exercise and (2) to Progressive Care to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale.


 


(j) Termination
of Employment. Unless otherwise provided in an Award Agreement, upon the termination of the employment or other service of
a Participant with Company for any reason, all of the Participant’s outstanding Options (whether vested or unvested) shall be subject
to the rules of this paragraph. Upon such termination, the Participant’s unvested Options shall expire. Notwithstanding anything
in this Plan to the contrary, the Committee may provide, in its sole and absolute discretion, that following the termination of employment
or other service of a Participant with the Company for any reason (i) any unvested Options held by the Participant shall vest in whole
or in part, at any time subsequent to such termination of employment or other service, and/or (ii) a Participant or the Participant’s
estate, devisee or heir at law (whichever is applicable), may exercise an Option, in whole or in part, at any time subsequent to such
termination of employment or other service and prior to the termination of the Option pursuant to its terms that are unrelated to termination
of service. Unless otherwise determined by the Committee, temporary absence from employment or other service because of illness, vacation,
approved leaves of absence or military service shall not constitute a termination of employment or other service.


 






    Exh. B-5


     


    

 


(i) Termination
for Reason Other Than Cause, Disability or Death. If a Participant’s termination of employment or other service is for any reason
other than death, Disability, Cause or a voluntary termination within ninety (90) days after occurrence of an event that would be grounds
for termination of employment or other service by the Company for Cause, any Option held by such Participant may be exercised, to the
extent exercisable at termination, by the Participant at any time within a period not to exceed ninety (90) days from the date of such
termination, but in no event after the termination of the Option pursuant to its terms that are unrelated to termination of service.


 


(ii) Disability.
If a Participant’s termination of employment or other service with the Company is by reason of a Disability of such Participant,
any Option held by such Participant may be exercised, to the extent exercisable at termination, by the Participant at any time within
a period not to exceed one (1) year after such termination, but in no event after the termination of the Option pursuant to its terms
that are unrelated to termination of service; provided, however, that if the Participant dies within such period, any vested Option held
by such Participant upon death shall be exercisable by the Participant’s estate, devisee or heir at law (whichever is applicable)
for a period not to exceed one (1) year after the Participant’s death, but in no event after the termination of the Option pursuant
to its terms that are unrelated to termination of service.


 


(iii) Death.
If a Participant dies while in the employment or other service of the Company, any Option held by such Participant may be exercised, to
the extent exercisable at termination, by the Participant’s estate or the devisee named in the Participant’s valid last will
and testament or the Participant’s heir at law who inherits the Option, at any time within a period not to exceed one (1) year after
the date of such Participant’s death, but in no event after the termination of the Option pursuant to its terms that are unrelated
to termination of service.


 


(iv) Termination
for Cause. In the event the termination is for Cause or is a voluntary termination within ninety (90) days after occurrence of an
event that would be grounds for termination of employment or other service by the Company for Cause (without regard to any notice or cure
period requirement), any Option held by the Participant at the time of such termination shall be deemed to have terminated and expired
upon the date of such termination.


 


7. STOCK
APPRECIATION RIGHTS


 


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible Individuals
as the Committee may determine, Stock Appreciation Rights, in such amounts and on such terms and conditions, as the Committee shall determine
in its sole and absolute discretion. Each grant of a Stock Appreciation Right shall satisfy the requirements as set forth in this Section.


 


(b) Terms
and Conditions of Stock Appreciation Rights. Unless otherwise provided in an Award Agreement, the terms and conditions (including,
without limitation, the limitations on the Exercise Price, exercise period, repricing and termination) of the Stock Appreciation Right
shall be substantially identical (to the extent possible taking into account the differences related to the character of the Stock Appreciation
Right) to the terms and conditions that would have been applicable under Section 6 above were the grant of the Stock Appreciation Rights
a grant of an Option.


 






    Exh. B-6


     


    

 


(c) Exercise
of Stock Appreciation Rights. Stock Appreciation Rights shall be exercised by a Participant only by written notice delivered
to Progressive Care, specifying the number of shares of Common Stock with respect to which the Stock Appreciation Right is being exercised.


 


(d) Payment
of Stock Appreciation Right. Unless otherwise provided in an Award Agreement, upon exercise of a Stock Appreciation Right,
the Participant or Participant’s estate, devisee or heir at law (whichever is applicable) shall be entitled to receive payment,
in cash, in shares of Common Stock, or in a combination thereof, as determined by the Committee in its sole and absolute discretion. The
amount of such payment shall be determined by multiplying the excess, if any, of the Fair Market Value of a share of Common Stock on the
date of exercise over the Fair Market Value of a share of Common Stock on the Grant Date, by the number of shares of Common Stock with
respect to which the Stock Appreciation Rights are then being exercised. Notwithstanding the foregoing, the Committee may limit in any
manner the amount payable with respect to a Stock Appreciation Right by including such limitation in the Award Agreement.


 


8. RESTRICTED
STOCK AND RESTRICTED STOCK UNITS


 


(a) Grant
of Restricted Stock and Restricted Stock Units. Subject to the terms and conditions of the Plan, the Committee may grant to
such Eligible Individuals as the Committee may determine, Restricted Stock or Restricted Stock Units, in such amounts and on such terms
and conditions, as the Committee shall determine in its sole and absolute discretion. Each grant of Restricted Stock and Restricted Stock
Units shall satisfy the requirements as set forth in this Section.


 


(b) Restrictions.
The Committee shall impose such restrictions on any Restricted Stock or Restricted Stock Unit granted pursuant to the Plan as it may
deem advisable including, without limitation, time-based vesting restrictions or the attainment of Performance Goals. The determination
with respect to achievement of Performance Goals shall be made pursuant to Section 9 hereof.


 


(c) Certificates
and Certificate Legend. With respect to a grant of Restricted Stock, the Company may issue a certificate evidencing such Restricted
Stock to the Participant or issue and hold such shares of Restricted Stock for the benefit of the Participant until the applicable restrictions
expire. The Company may legend the certificate representing Restricted Stock to give appropriate notice of such restrictions. In addition
to any such legends, each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:


 


“Shares of stock represented by this
certificate are subject to certain terms, conditions, and restrictions on transfer as set forth in Progressive Care Inc. Stock Incentive
Plan (the “Plan”), and in an agreement entered into by and between the registered owner of such shares and Progressive Care
Inc. (the “Company”), dated ___, 20__ (the “Award Agreement”). A copy of the Plan and the Award Agreement may
be obtained from the Secretary of the Company.”


 


(d) Removal
of Restrictions. Except as otherwise provided in the Plan, shares of Restricted Stock shall become freely transferable by the
Participant upon the lapse of the applicable restrictions. Once the shares of Restricted Stock are released from the restrictions, the
Participant shall be entitled to have the legend required by paragraph (c) above removed from the share certificate evidencing such Restricted
Stock and the Company shall pay or distribute to the Participant all dividends and distributions held in escrow by the Company with respect
to such Restricted Stock, if any.


 






    Exh. B-7


     


    

 


(e) Stockholder
Rights. Unless otherwise provided in an Award Agreement, until the expiration of all applicable restrictions, (i) the Restricted
Stock shall be treated as outstanding, (ii) the Participant holding shares of Restricted Stock may exercise full voting rights with respect
to such shares, and (iii) the Participant holding shares of Restricted Stock shall be entitled to receive all dividends and other distributions
paid with respect to such shares while they are so held. If any such dividends or distributions are paid in shares of Common Stock, such
shares shall be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect
to which they were paid. Notwithstanding anything to the contrary, at the discretion of the Committee, all such dividends and distributions
may be held in escrow by the Company (subject to the same restrictions on forfeitability) until all restrictions on the respective Restricted
Stock have lapsed. Holders of the Restricted Stock Units shall not have any of the rights of a stockholder, including the right to vote
or receive dividends and other distributions, until Common Stock shall have been issued in the Participant’s name pursuant to the
Restricted Stock Units; provided, however the Committee, in its sole and absolute discretion, may provide for Dividend Equivalents on
vested Restricted Stock Units.


 


(f) Termination
of Service. Unless otherwise provided in an Award Agreement, if a Participant’s employment or other service with the
Company terminates for any reason, all unvested shares of Restricted Stock and Restricted Stock Units held by the Participant and any
dividends or distributions held in escrow by the Company with respect to Restricted Stock shall be forfeited immediately and returned
to the Company. Notwithstanding this paragraph, to the extent applicable, all grants of Restricted Stock and Restricted Stock Units that
vest solely upon the attainment of Performance Goals shall be treated pursuant to the terms and conditions that would have been applicable
under Section 9 as if such grants were Awards of Performance Shares. Notwithstanding anything in this Plan to the contrary, the Committee
may provide, in its sole and absolute discretion, that following the termination of employment or other service of a Participant with
the Company for any reason, any unvested shares of Restricted Stock or Restricted Stock Units held by the Participant that vest solely
upon a future service requirement shall vest in whole or in part, at any time subsequent to such termination of employment or other service.


 


(g) Payment
of Common Stock with respect to Restricted Stock Units. Notwithstanding anything to the contrary herein, unless otherwise provided
in the Award agreement, Common Stock will be issued with respect to Restricted Stock Units no later than March 15 of the year immediately
following the year in which the Restricted Stock Units are first no longer subject to a substantial risk of forfeiture as such term is
defined in Section 409A of the Code and the regulations issued thereunder (“RSU Payment Date”). In the event that Participant
has elected to defer the receipt of Common Stock pursuant to an Award Agreement beyond the RSU Payment Date, then the Common Stock will
be issued at the time specified in the Award Agreement or related deferral election form. In addition, unless otherwise provided in the
Award Agreement, if the receipt of Common Stock is deferred past the RSU Payment Date, Dividend Equivalents on the Common Stock covered
by Restricted Stock Units shall be deferred until the RSU Payment Date.


 






    Exh. B-8


     


    

 


9. PERFORMANCE
SHARES AND PERFORMANCE UNITS


 


(a) Grant
of Performance Shares and Performance Units. Subject to the terms and conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine, Performance Shares and Performance Units, in such amounts and on such terms and conditions,
as the Committee shall determine in its sole and absolute discretion.


 


(b) Performance
Goals. Performance Goals will be determined by the Committee in its absolute and sole discretion.


 


(c) Terms
and Conditions of Performance Shares and Performance Units. The applicable Award Agreement shall set forth (i) the number of
Performance Shares or the dollar value of Performance Units granted to the Participant; (ii) the Performance Period and Performance Goals
with respect to each such Award; (iii) the threshold, target and maximum shares of Common Stock or dollar values of each Performance Share
or Performance Unit and corresponding Performance Goals; and (iv) any other terms and conditions as the Committee determines in its sole
and absolute discretion. The Committee shall establish, in its sole and absolute discretion, the Performance Goals for the applicable
Performance Period for each Performance Share or Performance Unit granted hereunder. Performance Goals for different Participants and
for different grants of Performance Shares and Performance Units need not be identical. Unless otherwise provided in an Award Agreement,
a holder of Performance Units is not entitled to the rights of a holder of Common Stock.


 


(d) Determination
and Payment of Performance Units or Performance Shares Earned. The Committee shall determine the extent to which Performance
Shares or Performance Units have been earned on the basis of the Company’s actual performance in relation to the established Performance
Goals as set forth in the applicable Award. Unless otherwise provided in an Award Agreement, the Committee shall determine in its sole
and absolute discretion whether payment with respect to the Performance Share or Performance Unit shall be made in cash, in shares of
Common Stock, or in a combination thereof.


 


(e) Termination
of Employment. Unless otherwise provided in an Award Agreement, if a Participant’s employment or other service with the
Company terminates for any reason, all of the Participant’s outstanding Performance Shares and Performance Units shall be subject
to the rules of this Section.


 


(i) Termination
for Reason Other Than Death or Disability. If a Participant’s employment or other service with the Company terminates prior
to the expiration of a Performance Period with respect to any Performance Units or Performance Shares held by such Participant for any
reason other than death or Disability, the outstanding Performance Units or Performance Shares held by such Participant for which the
Performance Period has not yet expired shall terminate upon such termination of employment or other service with the Company and the Participant
shall have no further rights pursuant to such Performance Units or Performance Shares.


 


(ii) Termination
of Employment for Death or Disability. If a Participant’s employment or other service with the Company terminates by reason
of the Participant’s death or Disability prior to the end of a Performance Period, the Participant, or the Participant’s estate,
devisee or heir at law (whichever is applicable) shall be entitled to a payment of the Participant’s outstanding Performance Units
and Performance Shares, pursuant to the terms of the Plan and the Participant’s Award Agreement; provided, however, that the Participant
shall be deemed to have earned only that proportion (to the nearest whole unit or share) of the Performance Units or Performance Shares
granted to the Participant under such Award as the number of full months of the Performance Period which have elapsed since the first
day of the Performance Period for which the Award was granted to the end of the month in which the Participant’s termination of
employment or other service, bears to the total number of months in the Performance Period, subject to the attainment of the Performance
Goals associated with the Award as certified by the Committee. The remaining Performance Units or Performance Shares and any rights with
respect thereto shall be canceled and forfeited.


 






    Exh. B-9


     


    

 


10. OTHER
AWARDS


 


Awards of shares of Common Stock, phantom stock
and other Awards that are valued in whole or in part by reference to, or otherwise based on, Common Stock, may also be made, from time
to time, to Eligible Individuals as may be selected by the Committee. Such Common Stock may be issued in satisfaction of Awards granted
under any other plan sponsored by the Company or compensation payable to an Eligible Individual. In addition, such Awards may be made
alone or in addition to or in connection with any other Award granted hereunder. The Committee may determine the terms and conditions
of any such Award. Each such Award shall be evidenced by an Award Agreement between the Eligible Individual and the Company that shall
specify the number of shares of Common Stock subject to the Award, any consideration therefore, any vesting or performance requirements,
and such other terms and conditions as the Committee shall determine in its sole and absolute discretion.


 


11. CHANGE
IN CONTROL


 


Upon the occurrence of a Change in Control, the
Committee may, in its sole and absolute discretion, provide on a case by case basis that (i) all Awards shall terminate, provided that
Participants shall have the right, immediately prior to the occurrence of such Change in Control and during such reasonable period as
the Committee in its sole discretion shall determine and designate, to exercise any Award, (ii) all Awards shall terminate, provided that
Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to the vested portion
of the Award net of the Exercise Price thereof, if applicable, (iii) in connection with a liquidation or dissolution of Progressive Care,
the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable),
(iv) accelerate the vesting of Awards and (v) any combination of the foregoing. In the event that the Committee does not terminate or
convert an Award upon a Change in Control of Progressive Care, then the Award shall be assumed, or substantially equivalent Awards shall
be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof).


 


12. CHANGE
IN STATUS OF PARENT OR SUBSIDIARY


 


Unless otherwise provided in an Award Agreement
or otherwise determined by the Committee, in the event that an entity or business unit that was previously a part of the Company is no
longer a part of the Company, as determined by the Committee in its sole discretion, the Committee may, in its sole and absolute discretion:
(i) provide on a case by case basis that some or all outstanding Awards held by a Participant employed by or performing service for such
entity or business unit may become immediately exercisable or vested, without regard to any limitation imposed pursuant to this Plan;
(ii) provide on a case by case basis that some or all outstanding Awards held by a Participant employed by or performing service for such
entity or business unit may remain outstanding, may continue to vest, and/or may remain exercisable for a period not exceeding one (1)
year, subject to the terms of the Award Agreement and this Plan; and/or (iii) treat the employment or other services of a Participant
performing services for such entity or business unit as terminated, if such Participant is not employed by Progressive Care or any entity
that is a part of the Company, immediately after such event.


 


13. REQUIREMENTS
OF LAW


 


(a) Violations
of Law. The Company shall not be required to make any payments, sell or issue any shares of Common Stock under any Award if
the sale or issuance of such shares would constitute a violation by the individual exercising the Award, the Participant or the Company
of any provisions of any law or regulation of any governmental authority, including without limitation any provisions of the Sarbanes-Oxley
Act, and any other federal or state securities laws or regulations. Any determination in this connection by the Committee shall be final,
binding, and conclusive. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Award,
the issuance of shares pursuant thereto or the grant of an Award to comply with any law or regulation of any governmental authority.


 






    Exh. B-10


     


    

 


(b) Registration.
At the time of any exercise or receipt of any Award, the Company may, if it shall determine it necessary or desirable for any reason,
require the Participant (or Participant’s heirs, legatees or legal representative, as the case may be), as a condition to the exercise
or grant thereof, to deliver to the Company a written representation of present intention to hold the shares for their own account as
an investment and not with a view to, or for sale in connection with, the distribution of such shares, except in compliance with applicable
federal and state securities laws with respect thereto. In the event such representation is required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Participant (or Participant’s heirs, legatees or legal representative, as the
case may be) upon the Participant’s exercise of part or all of the Award or receipt of an Award and a stop transfer order may be
placed with the transfer agent. Each Award shall also be subject to the requirement that, if at any time the Company determines, in its
discretion, that the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in
connection with, the issuance or purchase of the shares thereunder, the Award may not be exercised in whole or in part and the restrictions
on an Award may not be removed unless such listing, registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company in its sole discretion. The Participant shall provide the Company with any certificates,
representations and information that the Company requests and shall otherwise cooperate with the Company in obtaining any listing, registration,
qualification, consent or approval that the Company deems necessary or appropriate. The Company shall not be obligated to take any affirmative
action in order to cause the exercisability or vesting of an Award, to cause the exercise of an Award or the issuance of shares pursuant
thereto, or to cause the grant of Award to comply with any law or regulation of any governmental authority.


 


(c) Withholding.
The Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes
that the Company is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign,
to withhold in connection with the grant or exercise of an Award, or the removal of restrictions on an Award including, but not limited
to: (i) the withholding of delivery of shares of Common Stock until the holder reimburses the Company for the amount the Company is required
to withhold with respect to such taxes; (ii) the canceling of any number of shares of Common Stock issuable in an amount sufficient to
reimburse the Company for the amount it is required to so withhold; (iii) withholding the amount due from any such person’s wages
or compensation due to such person; or (iv) requiring the Participant to pay the Company cash in the amount the Company is required to
withhold with respect to such taxes.


 


(d) Governing
Law. The Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.


 


14. GENERAL
PROVISIONS


 


(a) Award
Agreements. All Awards granted pursuant to the Plan shall be evidenced by an Award Agreement. Each Award Agreement shall specify
the terms and conditions of the Award granted and shall contain any additional provisions, as the Committee shall deem appropriate, in
its sole and absolute discretion (including, to the extent that the Committee deems appropriate, provisions relating to confidentiality,
non-competition, non-solicitation and similar matters). The terms of each Award Agreement need not be identical for Eligible Individuals
provided that each Award Agreement shall comply with the terms of the Plan.


 






    Exh. B-11


     


    

 


(b) Exemption
from Section 16(b) Liability. It is the intent It is the intent of the Company that the grant of any Awards to or other transaction
by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption
(except for transactions acknowledged in writing to be non-exempt by such Participant and sales transactions to persons other than the
Company). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable
to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements
of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b). In the event Rule 16b-3 is revised or replaced, the
Board, or the Committee acting on behalf of the Board, may exercise discretion to modify this Plan in any respect necessary to satisfy
the requirements of the revised exemption or its replacement.


 


(c) Purchase
Price. To the extent the purchase price of any Award granted hereunder is less than par value of a share of Common Stock and
such purchase price is not permitted by applicable law, the per share purchase price shall be deemed to be equal to the par value of a
share of Common Stock.


 


(d) Dividends
and Dividend Equivalents. Except as set forth in the Plan, an Award Agreement or provided by the Committee in its sole and
absolute discretion, a Participant shall not be entitled to receive, currently or on a deferred basis, cash or stock dividends, Dividend
Equivalents, or cash payments in amounts equivalent to cash or stock dividends on shares of Common Stock covered by an Award. The Committee
in its absolute and sole discretion may credit a Participant’s Award with Dividend Equivalents with respect to any Awards. To the
extent that dividends and distributions relating to an Award are held in escrow by the Company, or Dividend Equivalents are credited to
an Award, a Participant shall not be entitled to any interest on any such amounts.


 


(e) Deferral
of Awards. The Committee may from time to time establish procedures pursuant to which a Participant may elect to defer, until
a time or times later than the vesting of an Award, receipt of all or a portion of the shares of Common Stock or cash subject to such
Award and to receive Common Stock or cash at such later time or times, all on such terms and conditions as the Committee shall determine.
The Committee shall not permit the deferral of an Award unless counsel for Progressive Care determines that such action will not result
in adverse tax consequences to a Participant under Section 409A. If any such deferrals are permitted, then notwithstanding anything to
the contrary herein, a Participant who elects to defer receipt of Common Stock shall not have any rights as a stockholder with respect
to deferred shares of Common Stock unless and until shares of Common Stock are actually delivered to the Participant with respect thereto,
except to the extent otherwise determined by the Committee.


 


(f) Prospective
Employees. Notwithstanding anything to the contrary, any Award granted to a Prospective Employee shall not become vested prior
to the date the Prospective Employee first becomes an employee of the Company.


 


(g) Stockholder
Rights. Except as expressly provided in the Plan or an Award Agreement, a Participant shall not have any of the rights of a
stockholder with respect to Common Stock subject to the Awards prior to satisfaction of all conditions relating to the issuance of such
Common Stock, and no adjustment shall be made for dividends, distributions or other rights of any kind for which the record date is prior
to the date on which all such conditions have been satisfied.


 






    Exh. B-12


     


    

 


(h) Transferability
of Awards. A Participant may not Transfer an Award other than by will or the laws of descent and distribution. Awards may be
exercised during the Participant’s lifetime only by the Participant. No Award shall be liable for or subject to the debts, contracts,
or liabilities of any Participant, nor shall any Award be subject to legal process or attachment for or against such person. Any purported
Transfer of an Award in contravention of the provisions of the Plan shall have no force or effect and shall be null and void, and the
purported transferee of such Award shall not acquire any rights with respect to such Award. Notwithstanding anything to the contrary,
the Committee may in its sole and absolute discretion permit the Transfer of an Award to a Participant’s “family member”
as such term is defined in the Form S-8 Registration Statement under the Securities Act of 1933, as amended, under such terms and conditions
as specified by the Committee; provided, however, that the Participant will not directly or indirectly receive any payment of value in
connection with the transfer of the Award. In such case, such Award shall be exercisable only by the transferee approved of by the Committee.
To the extent that the Committee permits the Transfer of an Incentive Stock Option to a “family member”, so that such Option
fails to continue to satisfy the requirements of an incentive stock option under the Code such Option shall automatically be re-designated
as a Non-Qualified Stock Option.


 


(i) Buyout
and Settlement Provisions. Except as prohibited in Section 6(d) of the Plan, the Committee may at any time on behalf of Progressive
Care offer to buy out any Awards previously granted based on such terms and conditions as the Committee shall determine which shall be
communicated to the Participants at the time such offer is made.


 


(j) Use
of Proceeds. The proceeds received by Progressive Care from the sale of Common Stock pursuant to Awards granted under the Plan
shall constitute general funds of Progressive Care.


 


(k) Modification
or Substitution of an Award. Subject to the terms and conditions of the Plan, the Committee may modify outstanding Awards,
provided that, except as expressly provided in the Plan, no modification of an Award shall adversely affect any rights or obligations
of the Participant under the applicable Award Agreement without the Participant’s consent. Nothing in the Plan shall limit the right
of the Company to pay compensation of any kind outside the terms of the Plan.


 


(l) Amendment
and Termination of Plan. The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any shares
of Common Stock as to which Awards have not been granted; provided, however, that the approval of the stockholders of Progressive
Care in accordance with applicable law and the Articles of Incorporation and Bylaws of Progressive Care shall be required for any amendment:
(i) that changes the class of individuals eligible to receive Awards under the Plan; (ii) that increases the maximum number of shares
of Common Stock in the aggregate that may be subject to Awards that are granted under the Plan (except as permitted under Section 5 or
Section 11 hereof); (iii) the approval of which is necessary to comply with federal or state or with the rules of any stock exchange or
automated quotation system on which the Common Stock may be listed or traded; or (iv) that proposed to eliminate a requirement provided
herein that the stockholders of Progressive Care must approve an action to be undertaken under the Plan. Except as expressly provided
in the Plan, no amendment, suspension or termination of the Plan shall, without the consent of the holder of an Award, alter or impair
rights or obligations under any Award theretofore granted under the Plan. Awards granted prior to the termination of the Plan may extend
beyond the date the Plan is terminated and shall continue subject to the terms of the Plan as in effect on the date the Plan is terminated.


 


(m) Section
409A of the Code. With respect to Awards subject to Section 409A of the Code, this Plan is intended to comply with the requirements
of Section 409A, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of such Section 409A and the
related regulations, and the Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award would
otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid
this conflict.


 






    Exh. B-13


     


    

 


(n) Notification
of 83(b) Election. If in connection with the grant of any Award, any Participant makes an election permitted under Code Section
83(b), such Participant must notify Progressive Care in writing of such election within ten (10) days of filing such election with the
Internal Revenue Service.


 


(o) Disclaimer
of Rights. No provision in the Plan, any Award granted hereunder, or any Award Agreement entered into pursuant to the Plan
shall be construed to confer upon any individual the right to remain in the employ of or other service with the Company or to interfere
in any way with the right and authority of the Company either to increase or decrease the compensation of any individual, including any
holder of an Award, at any time, or to terminate any employment or other relationship between any individual and the Company. The grant
of an Award pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer
all or any part of its business or assets.


 


(p) Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to such Participant
by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor
of the Company.


 


(q) Nonexclusivity
of Plan. The adoption of the Plan shall not be construed as creating any limitations upon the right and authority of the Board
to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of
individuals or specifically to a particular individual or individuals) as the Board in its sole and absolute discretion determines desirable.


 


(r) Other
Benefits. No Award payment under the Plan shall be deemed compensation for purposes of computing benefits under any retirement
plan of the Company or any agreement between a Participant and the Company, nor affect any benefits under any other benefit plan of the
Company now or subsequently in effect under which benefits are based upon a Participant’s level of compensation.


 


(s) Headings.
The section headings in the Plan are for convenience only; they form no part of this Agreement and shall not affect its interpretation.


 


(t) Pronouns.
The use of any gender in the Plan shall be deemed to include all genders, and the use of the singular shall be deemed to include the
plural and vice versa, wherever it appears appropriate from the context.


 


(u) Successors
and Assigns. The Plan shall be binding on all successors of the Company and all successors and permitted assigns of a Participant,
including, but not limited to, a Participant’s estate, devisee, or heir at law.


 


(v) Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.


 


(w) Notices.
Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified
mail or delivered by hand, to Progressive Care, to its principal place of business, Attention: Chief Financial Officer, and if to the
holder of an Award, to the address as appearing on the records of the Company.


 






    Exh. B-14


     


    

 





ANNEX A


 


DEFINITIONS


 


“Award” means any Common Stock, Option,
Performance Share, Performance Unit, Restricted Stock, Stock Appreciation Right, Restricted Stock Unit or any other award granted pursuant
to the Plan.


 


“Award Agreement” means a written agreement
entered into by Progressive Care and a Participant setting forth the terms and conditions of the grant of an Award to such Participant.


 


“Board” means the board of directors
of Progressive Care.


 


“Cause” means, with respect to a termination
of employment or other service with the Company, a termination of employment or other service due to a Participant’s dishonesty,
fraud, or willful misconduct; provided, however, that if the Participant and the Company have entered into an employment agreement
or consulting agreement that defines the term Cause, the term Cause shall be defined in accordance with such agreement with respect to
any Award granted to the Participant on or after the effective date of the respective employment or consulting agreement. The Committee
shall determine in its sole and absolute discretion whether Cause exists for purposes of the Plan.


 


“Change in Control” means:  (i)
any Person (other than Progressive Care, any trustee or other fiduciary holding securities under any employee benefit plan of Progressive
Care, or any company owned, directly or indirectly, by stockholders of Progressive Care in substantially the same proportions as their
ownership of Progressive Care Common Stock) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Progressive Care representing more than fifty percent (50%) or more of the value of Progressive
Care’s then outstanding securities (the “Majority Owner”); provided, however, that no Change in Control shall occur
under this paragraph (i) unless a person who was not a Majority Owner at some time after the Effective Date becomes a Majority Owner after
the Effective Date; (ii) a merger, consolidation, reorganization, or other business combination of Progressive Care with any other entity,
other than a merger or consolidation that would result in the securities of Progressive Care outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent
(50%) by value of the securities of Progressive Care or such surviving entity outstanding immediately after such merger or consolidation;
or (iii)the consummation of the sale or disposition by Progressive Care of all or substantially all of its assets other than (x) the
sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or
indirectly, at least fifty percent (50%) or more of the securities of Progressive Care by value at the time of the sale or (y) pursuant
to a spin-off type transaction, directly or indirectly, of such assets to the stockholders of the Progressive Care.


 


However, to the extent that Section 409A of the
Code would cause an adverse tax consequence to a Participant using the above definition, the term “Change in Control” shall
have the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a
Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to
time in either subsequent regulations or other guidance, and in the event that such regulations are withdrawn or such phrase (or a substantially
similar phrase) ceases to be defined, as determined by the Committee.


 


“Change in Control Price” means the
price per share of Common Stock paid in any transaction related to a Change in Control of Progressive Care.


 






    Annex A-1


     


    

 


“Code” means the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder.


 


“Committee” means a committee or sub-committee
of the Board consisting of two or more members of the Board, none of whom shall be an officer or other salaried employee of the Company,
and each of whom shall qualify in all respects as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.
If no Committee exists, the functions of the Committee will be exercised by the Board.


 


“Common Stock” means the common stock,
par value $0.0001 per share, of Progressive Care or any other security into which such common stock shall be changed as contemplated by
the adjustment provisions of Section 5 of the Plan.


 


“Company” means Progressive Care, the
subsidiaries of Progressive Care and all other entities whose financial statements are required to be consolidated with the financial
statements of Progressive Care pursuant to United States generally accepted accounting principles, and any other entity determined to
be an affiliate of Progressive Care as determined by the Committee in its sole and absolute discretion.


 


“Covered Individual” means any current
or former member of the Committee, any current or former officer or director of the Company, or, if so determined by the Committee in
its sole discretion, any individual designated pursuant to Section 4(c).


 


“Disability” means a “permanent
and total disability” within the meaning of Code Section 22(e)(3); provided, however, that if a Participant and the Company
have entered into an employment or consulting agreement that defines the term Disability for purposes of such agreement, Disability shall
be defined pursuant to the definition in such agreement with respect to any Award granted to the Participant on or after the effective
date of the respective employment or consulting agreement. The Committee shall determine in its sole and absolute discretion whether a
Disability exists for purposes of the Plan.


 


“Dividend Equivalents” means an amount
equal to the cash dividends paid by the Company upon one share of Common Stock subject to an Award granted to a Participant under the
Plan.


 


“Eligible Individual” means any employee,
consultant, officer, director (employee or non-employee director) or independent contractor of the Company and any Prospective Employee
to whom Awards are granted in connection with an offer of future employment with the Company.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exercise Price” means the purchase
price per share of each share of Common Stock subject to an Award.


 


“Fair Market Value” means, unless otherwise
required by the Code, as of any date, the last sales price reported for the Common Stock on the day immediately prior to such date (i)
as reported by the national securities exchange in the United States on which it is then traded, or (ii) if not traded on any such national
securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry Regulatory Authority, Inc., or if
the Common Stock shall not have been reported or quoted on such date, on the first day prior thereto on which the Common Stock was reported
or quoted; provided, however, that the Committee may modify the definition of Fair Market Value to reflect any changes in the trading
practices of any exchange or automated system sponsored by the Financial Industry Regulatory Authority, Inc. on which the Common Stock
is listed or traded. If the Common Stock is not readily traded on a national securities exchange or any system sponsored by the Financial
Industry Regulatory Authority, Inc., the Fair Market Value shall be determined in good faith by the Committee.


 






    Annex A-2


     


    

 


“Grant Date” means, unless otherwise
provided by applicable law, the date on which the Committee approves the grant of an Award or such later date as is specified by the Committee
and set forth in the applicable Award Agreement.


 


“Progressive Care” means Progressive
Care Inc., a Delaware corporation.


 


“Incentive Stock Option” means an “incentive
stock option” within the meaning of Code Section 422.


 


“Non-Qualified Stock Option” means
an Option that is not an Incentive Stock Option.


 


“Option” means an option to purchase
Common Stock granted pursuant to Sections 6 of the Plan.


 


“Participant” means any Eligible Individual
who holds an Award under the Plan and any of such individual’s successors or permitted assigns.


 


“Performance Goals” means the specified
performance goals that have been established by the Committee in connection with an Award.


 


“Performance Period” means the period
during which Performance Goals must be achieved in connection with an Award granted under the Plan.


 


“Performance Share” means a right to
receive a fixed number of shares of Common Stock, or the cash equivalent, which is contingent on the achievement of certain Performance
Goals during a Performance Period.


 


“Performance Unit” means a right to
receive a designated dollar value, or shares of Common Stock of the equivalent value, which is contingent on the achievement of Performance
Goals during a Performance Period.


 


“Person” shall mean any person, corporation,
partnership, limited liability company, joint venture or other entity or any group (as such term is defined for purposes of Section 13(d)
of the Exchange Act), other than a Parent or subsidiary of the Company.


 


“Plan” means this Progressive Care
Inc. Stock Incentive Plan.


 


“Prospective Employee” means any individual
who has committed to become an employee or independent contractor of the Company within sixty (60) days from the date an Award is granted
to such individual.


 


“Restricted Stock” means Common Stock
subject to certain restrictions, as determined by the Committee, and granted pursuant to Section 8 hereunder.


 


“Restricted Stock Unit” means a right,
granted under this Plan, to receive Common Stock upon the satisfaction of certain conditions, or if later, at the end of a specified deferral
period following the satisfaction of such conditions.


 


“Section 424 Employee” means an employee
of Progressive Care or any “subsidiary corporation” or “parent corporation” as such terms are defined in and in
accordance with Code Section 424. The term “Section 424 Employee” also includes employees of a corporation issuing or assuming
any Options in a transaction to which Code Section 424(a) applies.


 


“Stock Appreciation Right” means the
right to receive all or some portion of the increase in value of a fixed number of shares of Common Stock granted pursuant to Section
7 hereunder.


 


“Transfer” means, as a noun, any direct
or indirect, voluntary or involuntary, exchange, sale, bequeath, pledge, mortgage, hypothecation, encumbrance, distribution, transfer,
gift, assignment or other disposition or attempted disposition of, and, as a verb, directly or indirectly, voluntarily or involuntarily,
to exchange, sell, bequeath, pledge, mortgage, hypothecate, encumber, distribute, transfer, give, assign or in any other manner whatsoever
dispose or attempt to dispose of.


 


 


Annex A-3