Exhibit
10.1


SETTLEMENT
AGREEMENT AND STIPULATION


 


THIS SETTLEMENT AGREEMENT and Stipulation,
dated as of August 22, 2014 (the "Agreement"), by and between plaintiff Tarpon Bay Partners LLC ("TARPON"),
and defendant PROGRESSIVE CARE, INC. (the "Company")


 


BACKGROUND:


WHEREAS,
the Company has bona fide outstanding liabilities in a principal amount of not less than $1,826,005.16; and,


WHEREAS,
these outstanding liabilities are past due; and,


WHEREAS,
TARPON acquired these liabilities pursuant to certain Claim Purchase Agreements) entered into between it and the Company's
creditors (as set forth in Schedule A hereto); and


WHEREAS,
TARPON and the Company desire to resolve, settle, and compromise these liabilities (hereinafter collectively referred to as
the 'Claims,.


NOW,
THEREFORE, the parties hereto agree as follows:





1.          Defined
Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


"AGREEMENT"
shall have the meaning specified in the preamble hereof.


 


"CLAIM AMOUNT" shall mean $1,826,005.16


"COMMON
STOCK" shall mean the Company's common stock, $0.0001 par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


"COURT"
shall mean the Circuit Court of the Second Judicial Circuit, Leon County, Florida.


 


"DISCOUNT': shall mean twenty five (25%)
percent.


 


"OTC" shall have the meaning specified in Section 3b.


 



    	



    	 



    




 


"DWAC"
shall have the meaning specified in Section 3b.


 


"FAST" shall have the meaning specified in Section 3b.


"GROSS
PROCEEDS" shall mean proceeds from sales of Settlement Shares (as defined below) by TARPON.


"NET
PROCEEDS" shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the
generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees, DTC and
Non-DTC, transfer agent and clearing agent fees, as well as proceeds from the sale of Fee Shares, if any, as defined below.


"PRINCIPAL
MARKET' shall mean the NASDAQ National Market, the NASDAQ SmallCap Market, the Over the Counter Bulletin Board, ()TOW, the American
Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common
Stock.


"REMITTANCE
AMOUNT" shall mean NET PROCEEDS multiplied by one minus the Discount ((1 — 025) or 0.75);


"SELLER"
shall mean any individual or entity listed on Schedule A, who originally owned the Claims.


"SETTLEMENT
SHARES" shall have the meaning specified in Section 3a


"TRADING
DAY" shall mean any day during which the Principal Market shall be open for business.


"TRANSFER
AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common
Stock upon the Company's appointment of any such substitute or replacement transfer agent).


 


2.         
Fairness Hearing. Upon the execution hereof, Company and TARPON agree, pursuant to Section 3(a)(10) of the Securities Act
of 1933, 15 U.S.C. 77a, et seq. (as amended) (the "Securities Act"), and any applicable section of the General Statutes
of Florida, to promptly submit this Agreement to the Court for a hearing on the fairness of such terms and conditions herein set
forth, including, without limitation, the issuance, exempt from registration, of the Settlement Shares. This Agreement shall become
binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the "Order).


 



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3.         Settlement
Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 hereof and upon the delivery, by
TARPON and the Company, of the Stipulation of Dismissal (as defined below), the Company shall issue and deliver to TARPON
shares of its Common Stock (the "Settlement Shares)
in one or more tranches, as necessary, sufficient to generate proceeds such that the aggregate Remittance Amount equals the
Claim Amount, subject to the adjustment and ownership limitations set forth below. In addition, upon entry of the Order, the
Company shall Issue to TARPON shares of Common Stock with a value equal to One Hundred Thousand Dollars ($100,000.00) (the
"Fee Shares"). The Fee Shares shall be issued pursuant to exemption provided for In Section 3(a)(10) of the
Securities Act, in Increments of $20,000.00 per tranche to be included in the first five (5) tranches of Settlement Shares
issued to TARPON pursuant to this Agreement. The $20,000.00 in proceeds from the sale of the Fee Shares shall be deducted
from Gross Proceeds for each of the first five (5) trenches of Settlement Shares issued to TARPON pursuant to this Agreement.
TARPON shall return to Company for retirement the $25,000.00 promissory note dated January 9, 2014 in connection with this
Agreement.


b.          
No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, the Company
shall: (i) cause its legal counsel to issue an opinion to the Company's transfer agent, in form and substance reasonably acceptable
to TARPON and such transfer agent that the shares of Common Stock to be issued as the initial issuance and any additional issuance
are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without
restrictive legend, and may be resold by TARPON without restriction ; and, (II) issue the Fee Shares and the Settlement Shares,
in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON'S account with The Depository
Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC's Deposit/Withdrawal Agent Commission
(DWAC) system, without any legends or restriction on transfer . The date upon which the first tranche of the Settlement Shares
are deposited Into TARPON'S account and are available for sale by TARPON shall be referred to as the "Issuance Date".


c.          The Company shall deliver to TARPON, through
the initial tranche and any required additional tranches, that number of Settlement Shares, the proceeds from the sale of which
shall generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of
Settlement Shares Issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with such
tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares In
excess of that necessary to satisfy the Claim Amount, TARPON shall return any excess Settlement Shares to the Company for retirement
to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and the Fee Shares to be
received by TARPON will be in an aggregate approximate amount of $2,434,673.00. The parties acknowledge that the number of Settlement
Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current
existing number of shares outstanding as of the date of its execution.


d.           Notwithstanding anything to the contrary
contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares
that, when aggregated with all other shares of the Company's Common Stock then beneficially owned
by TARPON, or deemed beneficially owned by TARPON, would result
in TARPON's owning more than 9.99% of all of such Common Stock as would then be outstanding, as determined In accordance with
Section 16 of the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq. (as amended) (the "Securities Exchange Act")
and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any
additional issuances in one or more tranches. 



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4.         Necessary Action. At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto
agrees to take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such
further instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect
and complete the transactions contemplated hereby.


 


5.         
Releases. Upon receipt of all of
the Settlement Shares required to be delivered by the Company to TARPON in consideration of the terms and conditions of
this Agreement, and excluding the obligations, representations and covenants arising or made hereunder or a breach hereof, the
parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors,
shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and
assigns (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever
nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may
hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be_deemed to negate
or affect TARPON's right and title to any securities heretofore or hereafter issued to it by the Company.


 


6.         
Representations. The Company hereby represents, warrants
and covenants to TARPON as follows:


a.           There are One Hundred Million (100,000,000) shares of Common Stock of the Company authorized, of which Forty One Million, Six
hundred and Thirty Two Thousand, Seven Hundred and Seventy Six (41,632,776) shares are issued and outstanding as of July 31, 2014;


b.          The shares of Common Stock to be issued pursuant to the Order are
duty authorized and, when issued, will be duly and validly issued, fully paid and non-assessable, free and clear of all liens,
encumbrances and preemptive and similar rights to subscribe for or purchase securities;


c.          Upon Court approval of this Agreement and
entry of the Order, the shares will be exempt from registration under the Securities Act and issuable without any restrictive
legend;


 



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d.          The
Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal in amount to the
number of shares that could be issued pursuant to the terms of the Order;


e.          If, at any time, it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order,
Company shall promptly increase its authorized shares to ensure Its ability to timely comply with the Order;


f.          The execution of this Agreement and performance,
by the parties, of their respective obligations pursuant to the Order (as memorialized herein), will not (1) conflict with, violate
or cause a breach or default under any agreement(s) between the Company and any creditor (or any affiliate thereof) respecting
or concerning the accounts receivable comprising the Claims, or (2) require any waiver, consent, or other action of the Company
or any creditor, or their respective affiliates, that has not already been obtained;


 


g.          The
Company hereby waives any provision in any agreement(s) respecting or concerning the accounts receivable-s comprising the
Claims which may require or purport to require that payments be applied in a certain order, manner, or fashion, or providing
for exclusive jurisdiction in any court other than this Court;


h.          The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement;


i.          The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite action on the
part of the Company (including a majority of its independent directors), and this Agreement has been duly executed and delivered
by the Company;


j.          The Company did not enter into any transaction(s) giving rise to the Claims in contemplation of any sale or distribution of the
Company's common stock or other securities;


k.          There has been no modification, compromise, forbearance, or waiver entered into or given
by the Company to any Seller with respect to the Claims. There is no action based on the Claims currently pending against
the Company In any court or other legal venue; nor has any Judgment- based upon the Claims been entered against the Company In
the context of any legal proceeding;


There
are no taxes due, payable or withholdable as an incident of Seller's provision of goods and services, and no taxes will be due,
payable or wlthholdable as a result of the settlement of the Claims, as provided for herein;


m.          reserved)






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n.          To
the best of the Company's knowledge, no Seller will utilize, directly or indirectly, any of the proceeds received from TARPON
in respect of the Claims as consideration for any investment to be made in the Company or any affiliate of the Company;


o.          The Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension
of trading in the Common Stock; and


p.          No Seller will receive, directly or indirectly, any consideration from, or be compensated
In any manner by, the Company, or any affiliate of the Company, in exchange for or in consideration of the sale of the Claims.


q.          The
Company acknowledges that TARPON or its affiliates may, from time to time, hold outstanding securities of the Company, including
securities which may be convertible in shares of the Company's Common Stock at a floating conversion rate tied to the current
market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially
in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock
declines. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated
by this Agreement and recognize that they may have a potential dilutive effect. The board of directors of the Company has concluded
in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges
that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the potential dilutive
effect such issuance may have on the ownership interests of other shareholders of the Company.


TARPON
hereby represents warrants and covenants to Company as follows:


a.           It is the owner of the Claims and, subject to the Court's approval of the terms and conditions herein set forth, obligated to
satisfy the Claims in their entirety;


b.          It
is a limited liability company duly filed and in good standing under the laws of Connecticut; and,


c.          The
execution, delivery and performance of this Agreement by TARPON has been duly authorized by all requisite action on the part of
TARPON, and this Agreement has been duly executed and delivered by TARPON.


 


7.         Continuing
Jurisdiction. In order to enable the Court to grant specific enforcement or other equitable relief In connection with
this Agreement, the parties (a) consent to the continuing jurisdiction of the Court for purposes of enforcing this Agreement,
and (b) expressly waive any contention that there is an adequate remedy at law or similar contention that might otherwise
preclude the entry• of injunctive or other equitable relief.


 



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8.         
Conditions
Precedent/ Default.


a.          If
Company fails to deliver the Settlement Shares arid the Fee Shares to TARPON in the form and mode required by Section 3 hereof;


b.          If the Order shall not have been entered by the Court on or prior to September 30, 2014;


c.          
If the Company fails to comply with the Covenants set forth In Paragraph 14 hereof;


d.          if Bankruptcy, dissolution, receivership, reorganization, Insolvency or liquidation proceedings
or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against
the Company; or, tithe trading of the Common Stock shall have been halted, limited, or suspended by the SEC or on the Principal
Market; or, trading in securities generally on the Principal Market shall have been suspended or limited; or, minimum prices shall
been established for securities traded on the Principal Market; or, there shall have been any material adverse change (0
in the Company's finances or operations, or (ii) in the financial markets such that, in the reasonable judgment of the TARPON,
upon consultation with the Company, It is impracticable or inadvisable to trade the Settlement Shares. In the event such suspension,
limitation or other action is not cured within ten (10) trading days, then TARPON, in its sole discretion, may deem the Company
to be in default, in which event this Agreement shall be null and void.


9.         
Information. Company and TARPON each represent that prior to the execution of this Agreement, they have fully informed
themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to
them except as expressly stated in this Agreement.


10.         
Ownership and Authority. The Company and
TARPON each represent and warrant that neither of them has sold, assigned, transferred, conveyed or otherwise disposed
of all or any portion of any claim, demand, right, or cause of action, relating to any matter covered by this Agreement. Each
also has the power and authority and has been duly authorized to enter into and perform their respective obligations pursuant
to this Agreement, which is enforceable according to its terms.


 


11.         
No Admission. This Agreement has been
entered into in order to compromise disputed claims and to avoid the uncertainty and expense of the litigation. Neither this Agreement
nor any Order which may issue in respect of same shall be offered or received into evidence in any action or proceeding; nor shall
this Agreement or any Order which may issue in respect of same constitute or be treated as an admission or concession on the part
of either party with respect to all, or any portion, of the subject matter hereof.


 


12.         Binding Nature. This Agreement shall be binding on all parties
executing this Agreement and their respective successors, assigns and heirs. 



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13.         Authority
to Bind. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement
and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective
parties and that the person executing this Agreement on behalf of each party has the full capacity to bind that party. Each party
further represents and warrants that it has been represented by independent counsel of its choice in connection with the
preparation, negotiation and execution of this Agreement.


14.         
Covenants. 


a.          For
so long as TARPON or any of its affiliates holds any Settlement Shares, neither the Company
nor any of its affiliates shall, without the prior written consent of TARPON (which consent may not unreasonably be withheld),
vote any shares of Common Stock owned or controlled by it (unless voting in favor of a proposal approved by a majority of Company's
Board of Directors), or solicit any proxies or seek to advise or influence any person with respect to any voting securities of
Company, which vote, solicitation or advise may (1) cause a class of the Company's securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter dealer quotation system of a registered national securities association,
or, (2} cause a class of the Company's equity securities to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act.. Similarly, the Company covenants and agrees not to take any action which would impede
the purposes and objectives of this Agreement.


b.          Upon
the signing of the Order, the Company shall file with the SEC whatever pertinent filings may
be necessary to give this Agreement full force and effect.


15.          Indemnification. The Company shall indemnify, defend and
hold TARPON and its affiliates harmless with respect to all obligations of the Company arising from or incident or related to
this Agreement, including, without limitation, any claim or action brought derivatively or directly by any shareholder(s) of the
Company.


16.           Legal Effect. The parties to this
Agreement represent that each of them has been advised as to the terms and legal effect of this Agreement and any Order which
may issue in connection herewith. The parties to this Agreement further represent that the settlement and compromise of the Claims
provided for herein is final and conclusive.


 


17.           Waiver of Defense.  Each party
hereto waives a statement of decision, and the right to appeal from the Order after its entry. The Company further waives any
defense based upon any prohibition against splitting causes of action. The prevailing party in any action or proceeding commenced
to enforce the Order shall be entitled to recover from the other the value of any and all reasonable attorney fees and costs incurred
in connection therewith. Except as expressly set forth herein, each party shall bear responsibility for payment of its own attorney
fees, costs and/or expenses. 



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18.         
Signatures.
This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed
valid and binding on each party when duly executed by all parties. This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof.


19.         
Choice of Law, Etc. Notwithstanding
the place where this Agreement may be executed by either of the parties, or any other factor, all terms and provisions hereof
shall be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be
fully performed in that State and without regard to the principles of conflicts of laws thereof. Any action brought to enforce,
or otherwise arising out of this Agreement shall be brought only in the Court (as defined in this Agreement).


20.         
Exclusivity. For a period of thirty
(30) days from the date of the execution of this Agreement, (a) the Company and its representatives shall not directly or indirectly
discuss, negotiate or consider any proposal, plan or offer from any other party relating to the acquisition and/or conveyance
of any further liabilities, or any financial transaction having an effect or result similar to the transactions subject of this
Agreement, and, (b) TARPON shall have the exclusive right to negotiate and execute any and all documentation necessary to effectuate
the terms herein set forth and any other mutually acceptable terms.


21.         
Inconsistency. In the event of any inconsistency between
the terms of this Agreement and any other document executed in connection herewith, the terms of this Agreement shall control
to the extent necessary to resolve such inconsistency.


22.         
NOTICES. Any notice required or permitted hereunder shall
be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of


		a)	the
                                         date delivered, if delivered by personal delivery as against written receipt therefor
                                         or by confirmed facsimile transmission,



		b)	the
                                         seventh business day after deposit, postage prepaid, In the United States Postal Service
                                         by registered or certified mail, or



		c)	the
                                         second business day after mailing by domestic or international express courier, with
                                         delivery costs and fees prepaid,



in
each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as
such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):






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Company:


 


Progressive
Care, Inc.


Attn:  ____________________


Chief Executive Officer


Tel No.: ________________________


E-mail: ______________________


 


and the copy should go to:


Tarpon
Bay Partners LLC


17210 Germano Court


Naples, FL 34110


Telephone
No.: 203-431-8300


 


and


Krieger
& Prager UP


39
Broadway


Suite
920


New York, NY 10006


Attn:
Samuel M. Krieger, Esq.


Telephone No.: (212) 363-2900


Telecopier No.: (212) 363-2999


E-mail:
sk@kplawfirm.com






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 IN
WITNESS WHEREOF, the parties have duly executed this Settlement Agreement and Stipulation as of the date first indicated above.


 


	 	TARPON BAY PARTNERS LLC
	 	 
	 	By: 	/s/ Stephen Hicks
	 	Name:	Stephen Hicks
	 	Title:  	Mgr



 


	PROGRESSIVE CARE, INC.	 
	 	 
	By:	/s/ ALAN JAY WEISBERG	 
	Name :	ALAN JAY WEISBERG	 
	Title: 	CEO	 






 


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