Common use of SELLING SHAREHOLDERS Clause in Contracts

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion pursuant to the terms of certain of the DebenturesCompany’s promissory notes. For additional information regarding the issuances of those shares of common stock and warrantsnotes, see “Private Placement of DebenturesNotes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the our shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsnotes, as of ________[●], 20222024, assuming exercise the conversion of the warrants notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of pursuant to the Debenturesnotes, determined as if the outstanding Debentures notes were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the exercise of the warrantsnotes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none Name of their Selling Shareholder Number of shares in of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this offering. See “Plan Prospectus Number of Distribution.” shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities 1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on the exercise “Private Placement of the warrantsShares of Common Stock” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares of common stock by each of the selling shareholders. The second column lists the number of common shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsshares, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the common shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of common shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsselling shareholders. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, J▇▇.▇▇ Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered This prospectus covers the possible resale from time to time by the selling shareholders are those identified in the table below of Ordinary Shares represented by Depositary Shares, including Ordinary Shares represented by Depositary Shares issuable upon the exercise of the Private Placement Warrants (referred to in this prospectus collectively and individually as the “warrants”). The selling shareholders may sell some, all or none of their Ordinary Shares represented by Depositary Shares. We do not know how long the selling shareholders upon conversion of will hold the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering whether any will exercise the shares of common stock in order to permit warrants, and upon such exercise, how long such selling shareholders will hold the Ordinary Shares represented by Depositary Shares before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholders to offer regarding the shares for resale from time to timesale of any of the shares. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares represented by Depositary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares represented by Depositary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Depositary Shares and warrantswarrants to purchase Depositary Shares, as of [___], 202[_____, 2022], assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares maximum number of common stock Ordinary Shares represented by Depositary Shares being offered by in this prospectus by the selling shareholders. The fourth and fifth columns list the amount of Ordinary Shares represented by Depositary Shares owned after the offering, by number of Ordinary Shares represented by Depositary Shares and percentage of outstanding Ordinary Shares, assuming in both cases the sale of all of the Ordinary Shares represented by Depositary Shares offered by the selling shareholders pursuant to this prospectus, and without regard to any limitations on conversions or exercises. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling shareholders in the “Private Placement of ADS” described above and the number of Ordinary Shares issued to the selling shareholders upon the exercise of the warrants described in the “Private Placement of Warrants” above and (ii) the maximum number of shares of common stock issuable Ordinary Shares upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes Under the sale of all terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of Ordinary Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of such warrants which have not been exercised. The beneficial ownership limitation may be increased or decreased, provided that in no event shall it exceed 9.99%, upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following the receipt of such notice by us. The number of shares offered by in the selling shareholders pursuant to table below does not reflect this prospectuslimitation. See “Plan of Distribution.” The selling shareholders may sell all, some or none of their shares Ordinary Shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the DebenturesPreferred Stock. For additional information regarding the issuances of those shares of common stock and warrantsthe Preferred Stock, see “Private Placement of DebenturesPlacement” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes and the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock stock, Preferred Stock and warrants, as of ________, 2022, assuming conversion of the Preferred Stock [and exercise of the warrants Warrant] held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the DebenturesPreferred Stock, determined as if the outstanding Debentures Preferred Stock were converted and exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise conversion of the warrantsPreferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Certificate of Designation, a selling shareholder may not convert shares of Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock that would exceed 9.99% of our then outstanding common stock following such conversion (the “Beneficial Ownership Limitation”), excluding, for purposes of such determination, shares of common stock issuable upon conversion of shares of Preferred Stock that have not been converted[ or exercise of warrants that have not been exercised]. A holder may, upon written notice to the Company, increase or decrease the Beneficial Ownership Limitation applicable to it to such other percentage limit, not to exceed 19.99%, as such holder may determine; provided, however, that any increase in such limitation will not be effective until the 61st day after such notice is delivered to the Company. The number of shares in the second column does not reflect any such Beneficial Ownership Limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareCharge Enterprises, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of DebenturesOrdinary Shares and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. To our knowledge, within the past three years, none of the selling shareholders has held a position as an officer or a director of ours, nor had any other material relationship of any kind with us or any of our affiliates. A selling shareholder who is an affiliate of a broker-dealer and any participating broker-dealer is deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions or discounts given to any such selling shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. To our knowledge, none of the selling shareholders is an affiliate of a broker-dealer and there are no participating broker-dealers. The term “selling shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling shareholders named in the table below. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed [4.99% or 9.99%], as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The selling shareholders are not making any representation that any ordinary shares covered by this prospectus will be offered for sale. Because we do not know how long each of the selling shareholders will hold the warrants, whether any will exercise the warrants and, upon such exercise, how long each such selling shareholder will hold the ordinary shares before selling them, and because each of the selling shareholders may dispose of all, none or some portion of its securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling shareholder upon completion of this offering. In addition, each selling shareholder may have sold, transferred or otherwise disposed of its securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented. We may amend or supplement this prospectus from time to time in the future to update or change the selling shareholders list and the securities that may be resold. The undersigned beneficial owner of common stock Ordinary Shares (Pre-Funded Warrants or Warrants exercisable into Ordinary Shares) (the “Registrable Securities”) of Progressive CarePOLYPID LTD., Inc., a Delaware corporation an Israeli company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares represented by ADSs being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of DebenturesOrdinary Shares represented by ADSs and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock represented by ADSs by each of the selling shareholders. The second column lists the number of ordinary shares of common stock represented by ADSs beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock represented by ADSs being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares represented by ADSs issued to the selling shareholders in the “Private Placement of Ordinary Shares represented by ADSs and Warrants” described above and (ii) the maximum number of ordinary shares of common stock represented by ADSs issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation Evaxion Biotech A/S (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debenturesdebenture. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the debentures and shares of common stock, debentures and the warrants issued in the April 2019 Financing, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on the exercise “Private Placement of the warrantsDebentures” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debenture to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the debentures which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareSafe-T Group Ltd., Inc., a Delaware an Israeli corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesWarrants” above. We are registering the shares of common stock issuable upon exercise of the Warrants in order to permit the selling shareholders to offer the shares for resale from time to time. Except as otherwise disclosed herein, and except for the ownership of the shares of common stock issuable upon exercise of the warrants and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________[ , 20222018], assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum the maximum number of shares of common stock issuable upon conversion exercise of the Debentureswarrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementwarrant, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareAlphatec Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of preferred stock, common stock and warrants, see “Private Placement of DebenturesCommon Stock, Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred stock, common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________[ , 20222017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock (and shares of common stock underlying the preferred stock) issued to the selling shareholders in the [ and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock and warrants, a selling shareholder may not convert its preferred stock or exercise the warrants, as applicable, to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock that has not been converted and exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareAlphatec Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock Common Stock being offered by the selling shareholders are those shares of Common stock issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” aboveConvertible Debenture. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement to which this Plan document is annexed. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, Common Stock as of ________, 2022_____, assuming exercise the full conversion of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesConvertible Debenture. The third column lists the shares of common stock Common Stock being offered by this prospectus the Prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus the Prospectus generally covers the resale of the maximum number of shares of common Common stock issuable to the selling shareholders upon the full conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding Convertible Debenture prior to the date this registration statement the Registration Statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsCommission. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectusthe Prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures15% OID Senior Secured Convertible Promissory Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock 15% OID Senior Secured Convertible Promissory Notes and warrants, as of ________, 2022, assuming the conversion of such promissory notes and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issuable to the selling shareholders upon the conversion or exercise of 15% OID Senior Secured Convertible Promissory Notes and warrants issued as described in the “Private Placement of 15% OID Senior Secured Convertible Promissory Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the 15% OID Senior Secured Convertible Promissory Notes and the warrants, a selling shareholder may not convert such 15% OID Senior Secured Convertible Promissory Notes or 10% OID Senior Secured Convertible Promissory Notes or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such 15% OID Senior Secured Convertible Promissory Notes or exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” "] The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, CorpHousing Group Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesCommon Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20222019, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion exercise of the Debentureswarrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareEyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowrequest. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares represented by ADSs being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of DebenturesOrdinary Shares represented by ADSs and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock represented by ADSs by each of the selling shareholders. The second column lists the number of ordinary shares of common stock represented by ADSs beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock represented by ADSs being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares represented by ADSs issued to the selling shareholders in the “Private Placement of Ordinary Shares represented by ADSs and Warrants” described above and (ii) the maximum number of ordinary shares of common stock represented by ADSs issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " 29 November 2023 The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation Evaxion Biotech A/S (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of DebenturesPlacement” abovein the Purchase Agreement. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________, 20222025, assuming exercise of the warrants held by the selling shareholders shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of Common Stock issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on “Private Placement” described in the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Progressive Care, Inc.ALT5 Sigma Corporation, a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders shareholders, upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” abovePreferred Stock. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Preferred Stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsPreferred Stock, as of ________, 2022, assuming exercise conversion of the warrants Preferred Stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the DebenturesPreferred Stock, determined as if the outstanding Debentures Preferred Stock were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the warrantsPreferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Designation, a selling shareholder may not exercise the Preferred Stock and/or exercise the Warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Preferred Stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareCharge Enterprises, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________December 31, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion issued to the selling shareholders in the “Private Placement of the Debentures, determined as if the outstanding Debentures were exercised in full as Shares of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Common Stock” described above as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.Orbsat Corp, a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion pursuant to the terms of the Debenturesconvertible notes and upon exercise of the warrants (including, without limitation, the ▇▇▇▇ Warrants). For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “"Private Placement of Debentures” Convertible Notes and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the convertible notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock convertible notes and warrants, as of ________, 20222015, assuming conversion of all convertible notes and exercise of the all warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversion, redemption or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least 125% of the sum of (i) the maximum number of shares of common stock issued and issuable upon conversion of pursuant to the Debentures, determined as if the outstanding Debentures were exercised in full convertible notes as of the trading day Trading Day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) the maximum number of shares of common stock issued and issuable upon exercise of the related warrants (including, without limitation, the ▇▇▇▇ Warrants) as of the trading day Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible notes and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a selling shareholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders Selling Shareholders are those issuable to the selling shareholders Selling Shareholders, upon conversion exercise of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” aboveWarrants. We are registering the shares of common stock in order to permit the selling shareholders Selling Shareholders to offer the shares for resale from time to time. Except for the ownership of the Warrants, the Selling Shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders Selling Shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersSelling Shareholders . The second column lists the number of shares of common stock beneficially owned by each selling shareholderSelling Shareholder, based on its ownership of the shares of common stock and warrantsWarrants, as of ________, 2022202__, assuming exercise of the warrants Warrants held by the selling shareholders Selling Shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersSelling Shareholders . In accordance with the terms of a registration rights agreement with the selling shareholdersSelling Shareholders , this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion exercise of the DebenturesWarrants, determined as if the outstanding Debentures Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsWarrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders Selling Shareholders pursuant to this prospectus. Under the terms of the Warrant, a Selling Shareholders may not exercise the Warrants to the extent such exercise would cause such Selling Shareholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99%] of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner Name of common stock (the “Registrable Securities”) Selling Shareholder Number of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends shares of Common Stock Owned Prior to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 Offering Maximum Number of the Securities Act shares of 1933, as amended (the “Securities Act”), Common Stock to be Sold Pursuant to this Prospectus Number of the Registrable Securities, in accordance with the terms shares of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Common Stock Owned After Offering

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsCommon Stock, see “Private Placement of DebenturesPlacement” abovein the Purchase Agreement. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholderstockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20222023, assuming exercise of the warrants held by the selling shareholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling stockholders in the registration right agreement, without regard to any limitations on “Private Placement” described in the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Progressive CarePrecision Optics Corporation, Inc., a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion issued to the selling shareholders in the “Private Placement of the Debentures, determined as if the outstanding Debentures were exercised in full as Shares of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Common Stock” described above as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareBBQ Holdings, Inc., a Delaware Minnesota corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock Class A Ordinary Shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsClass A Ordinary Shares, see “Private Placement of DebenturesClass A Ordinary Shares” above. We are registering the shares of common stock Class A Ordinary Shares in order to permit the selling shareholders to offer the shares Class A Ordinary Shares for resale from time to time. Except for the ownership of the Class A Ordinary Shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Class A Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Class A Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsClass A Ordinary Shares, as of ________[●], 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2025. The third column lists the shares of common stock Class A Ordinary Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of Class A Ordinary Shares issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on the exercise “Private Placement of the warrantsClass A Ordinary Shares” described above. The fourth column assumes the sale of all of the shares Class A Ordinary Shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares Class A Ordinary Shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock Class A Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc.Wellchange Holdings Company Limited, a Delaware Cayman Islands corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “"Private Placement of Debentures” Common Shares" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2020. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debenturesselling shareholders pursuant to the securities purchase agreement, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareUppercut Brands, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of DebenturesPlacement” abovein the Purchase Agreement. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________, 20222025, assuming exercise of the warrants held by the selling shareholders shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of Common Stock issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on “Private Placement” described in the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Progressive CareMill City Ventures III, Inc.Ltd., a Delaware Minnesota corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The [common stock stock] being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of the Debentures[preferred stock] and exercise of the warrants. For additional information regarding the issuances of those shares of common preferred stock and warrants, see “["Private Placement of Debentures” Preferred Shares and Warrants"] above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of preferred stock, common stock and warrants, as of ________, 20222018, assuming conversion of the preferred stock and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of conversion shares of common stock issuable upon conversion of the preferred stock issued to the selling shareholders in the private placement and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECSecurities and Exchange Commission, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock and the warrants, a selling shareholder may not convert the preferred stock or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which has not been converted or exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “["Plan of Distribution.” "] The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.Future Healthcare of America, a Delaware Wyoming corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of the DebenturesPreferred Stock. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesShares of Preferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of Preferred Stock and Common Stock by the selling shareholders, the selling shareholders other than ______, _________ and________ have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Preferred Stock” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of DebenturesOrdinary Shares and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement subscription agreements with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementsubscription agreements, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the ordinary shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise any such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of ordinary shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their ordinary shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock " NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (the THE “Registrable SecuritiesSECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUEABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Expires: February [●], 2025 Date of Progressive CareIssuance: February [●], Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.2024

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________December 16, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2024. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock (and/or Pre-Funded Warrants) and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated Pre-Funded Warrants and Warrants, determined as if the outstanding Debentures Pre-Funded Warrants and Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the, Pre-Funded Warrants, Warrants [and other warrants held by selling shareholders], a selling shareholder may not exercise [the] [any such] warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareSidus Space, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debenturesconvertible preferred shares and upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock convertible preferred shares, notes and warrants, see “Private Placement of DebenturesConvertible Preferred Shares, Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the convertible preferred shares, the notes and the warrants issued pursuant to the Securities Purchase Agreement2, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock convertible preferred shares, notes and warrants, as of ________, 202220__, assuming conversion of all convertible preferred shares and exercise of the all warrants held by the selling shareholders on that date, without regard to any limitations on exercisesthe issuance of Common Stock pursuant to the terms of the Certificate of Designations or upon exercise of the Warrants. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least the sum of 130% of (i) the intiial number of shares of common stock issued and issuable pursuant to the certificate of designations as of the date the registration statement is initially filed with the SEC and (ii) the maximum number of shares of common stock issued and issuable upon conversion exercise of the Debentures, determined as if the outstanding Debentures were exercised in full related warrants as of the trading day immediately preceding date the date this registration statement was is initially filed with the SECSEC3, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, rights agreement and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the certificate of designations or upon exercise of the warrants. Because the conversion price of the convertible preferred shares may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible preferred shares and the warrants, a selling shareholder may not convert the convertible preferred shares or exercise the warrants, to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances with respect to the convertible preferred shares, 4.89% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable pursuant to the terms of the certificate of 2 NTD: Need to describe the Governance Agreement. 3 NTD: To be updated for each Registration Statement, as necessary. designations if such convertible preferred shares have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock [Starboard] (the “Registrable Securities”1) of Progressive Care, Inc., a Delaware corporation 0 [*] [•% ] * Denotes less than one percent (the “Company”1.0%), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsCommon Stock, see “Private Placement of DebenturesPlacement” abovein the Purchase Agreement. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholderstockholder, based on its ownership of the shares of common stock and pre-funded warrants, as of ________, 20222025, assuming exercise of the pre-funded warrants held by the selling shareholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling stockholders in the registration right agreement, without regard to any limitations on “Private Placement” described in the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Progressive CarePredictive Oncology, Inc., a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are the Shares, the Commitment Shares the ELOC Shares and those issuable to the selling shareholders upon conversion of Notes and exercise of the DebenturesWarrants. For additional information regarding the issuances issuance of those shares of common stock the Shares, the Commitment Shares, the ELOC Shares, the Notes and warrantsthe Warrants, see “Private Placement of DebenturesShares, Warrants and Notes” and “ELOC Agreement” above. We are registering the shares of common stock ordinary shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Shares, Notes and Warrants issued pursuant to the Securities Purchase Agreement, and the Commitment Shares and the ELOC Shares issued and/or sold pursuant to the ELOC Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the ordinary shares of common stock held by each of the selling shareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each the selling shareholdershareholders, based on its their respective ownership of the shares of common stock Shares, Commitment Shares, ELOC Shares, ordinary shares, Warrants and warrantsNotes, as of ________, 202220__, assuming conversion of the Notes and exercise of the warrants Warrants held by the each such selling shareholders shareholder on that date, without regard to date but taking account of any limitations on exercisesconversion and exercise set forth therein. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholdersshareholders and does not take in account any limitations on (i) conversion of the Notes set forth therein or (ii) exercise of the Warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling shareholdersholders of the Shares, the Commitment Shares, the ELOC Shares, Notes and Warrants, this prospectus generally covers the resale of the sum of (i) 100% of the maximum number of ordinary shares issued or issuable pursuant to the Notes, (ii) 100% of common stock the maximum number of ordinary shares issued or issuable upon conversion exercise of the DebenturesWarrants, in each case, determined as if the outstanding Debentures Notes and Warrants were exercised converted in full (without regard to any limitations on conversion contained therein solely for the purpose of such calculation) at the conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as (iii) 100% of the trading day immediately preceding Shares, (iv) 100% of the applicable date Commitment Shares, (v) the maximum number of determination ELOC Shares to be sold pursuant to the ELOC Agreement. Because the conversion price of the Notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantsWarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Notes and Warrants, certain of our selling shareholders may not convert the Notes or exercise the Warrants to the extent (but only to the extent) such selling shareholder or any of its affiliates would beneficially own a number of shares of our ordinary shares which would exceed [4.99%/9.99%] of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner Name of common stock Selling Shareholder Number of ordinary shares Owned Prior to Offering Maximum Number of ordinary shares to be Sold Pursuant to this Prospectus Number of ordinary shares Owned After Offering [LEAD INVESTOR] (the “Registrable Securities”1) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[OTHER BUYERS]

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of the Debenturespreferred stock and exercise of the warrants. For additional information regarding the issuances of those shares of common and preferred stock and warrants, see “Private Placement of DebenturesShares of Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, preferred stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________[ ● ], 2022, assuming conversion of the preferred stock and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the Debenturesrelated preferred stock and exercise of the related warrants, determined as if the outstanding Debentures shares of preferred stock and warrants were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the preferred stock or exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock and warrants, a selling shareholder may not convert or exercise, as applicable, shares of preferred stock and/or warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such preferred stock and exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 3 US-DOCS\133667186.2 US-DOCS\133667186.2 The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, T2 Biosystems Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ADSs being offered by the selling shareholders are those held or issuable to the selling shareholders and those issuable upon conversion exercise of the DebenturesADS Warrants and Prefunded Warrants. For additional information regarding the issuances of those shares of common stock the ADSs, the ADS Warrants, and warrantsthe Prefunded Warrants, see “Private Placement of DebenturesSecurities” above. We are registering the shares of common stock ADSs in order to permit the selling shareholders to offer the shares ADSs for resale from time to time. Except for the ownership of the ADSs, the ADS Warrants, and the Prefunded Warrants issued pursuant to the Securities Purchase Agreement dated [•] (“SPA”), by and between Steakholder Foods Ltd., an Israeli company, and Alumni Capital LP, a Delaware limited partnership, and the transactions contemplated by the Any Market Purchase Agreement dated [•], by and between Steakholder Foods Ltd., an Israeli company, and Alumni Capital LP, a Delaware limited partnership, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the shares Securities Exchange Act of common stock 1934, as amended, and the rules and regulations thereunder) of ADSs held by each of the selling shareholders. The second column lists the number of shares of common stock ADSs beneficially owned by each the selling shareholdershareholders, based on its their respective ownership of ADSs, the shares of common stock ADS Warrants, and warrantsthe Prefunded Warrants issued pursuant to the SPA, as of [________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises20__]. The third column lists the shares of common stock ADSs being offered by this prospectus by the selling shareholdersshareholders and does not take in account any limitations on exercise of the ADS Warrants or the Prefunded Warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling shareholdersholders of the ADSs, the ADS Warrants, and the Prefunded Warrants, this prospectus generally covers the resale of the maximum number of shares of common stock ADSs issued or issuable under the SPA and upon conversion exercise of the Debentures, determined ADS Warrants and the Prefunded Warrants as if the outstanding Debentures were it was exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, (without regard to any limitations on conversion contained therein solely for the exercise purpose of such calculation). Because the warrantsnumber of ADSs, ADS Warrants, Prefunded Warrants, and Warrant ADSs may be adjusted, the number of ADSs that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares ADSs offered by the selling shareholders pursuant to this prospectus. Under the terms of the ADS Warrants and the Prefunded Warrants, a selling shareholder may not exercise the ADS Warrants or the Prefunded Warrants to the extent (but only to the extent) such selling shareholder or any of its affiliates would beneficially own a number of ADSs which would exceed 9.99% of the Ordinary Shares of the Company. The number of ADSs in the second column reflects these limitations. The selling shareholders may sell all, some some, or none of their shares ADSs in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock American Depositary Shares (the “ADSs” and the “Registrable Securities”)”) of Progressive CareSteakholder Foods Ltd., Inc., a Delaware corporation an Israeli company (the “Company”), with each ADS representing 100 fully paid ordinary shares of the Company, no par value, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion pursuant to the Securities Purchase Agreement dated as of the DebenturesJuly __, 2021. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on the exercise “Private Placement of the warrantsShares of Common Stock” described above. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareTakung Art Co., Inc.Ltd, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable to the selling shareholders shareholders, upon conversion of Preferred Stock and exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock stock, Preferred Stock and warrants, as of ________, 20222021, assuming conversion of the Preferred Stock and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Underlying Shares issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the DebenturesPreferred Stock and exercise of the related warrants, determined as if the outstanding Debentures Preferred Stock was fully converted and warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not convert the Preferred Stock or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock and exercise of such warrants which have not been converted or exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareBridgeline Digital, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debenturespreferred investment options. For additional information regarding the issuances of those shares of common stock and warrantspreferred investment options, see “Private Placement of DebenturesShares of Common Stock and Preferred Investment Options” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the preferred investment options, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantspreferred investment options, as of ________August , 20222021, assuming exercise of the warrants preferred investment options held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Investment Options” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated preferred investment options, determined as if the outstanding Debentures preferred investment options were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantspreferred investment options. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred investment options, a selling shareholder may not exercise the preferred investment options to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such preferred investment options which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareNRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock Common Stock being offered by the selling shareholders are those shares of Common stock issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” aboveConvertible Debenture. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement to which this Plan document is annexed. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, Common Stock as of ________, 20222021, assuming exercise the full conversion of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesConvertible Debenture. The third column lists the shares of common stock Common Stock being offered by this prospectus the Prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus the Prospectus generally covers the resale of the maximum number of shares of common Common stock issuable to the selling shareholders upon the full conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding Convertible Debenture prior to the date this registration statement the Registration Statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsCommission. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectusthe Prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of DebenturesOrdinary Shares and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. To our knowledge, within the past three years, none of the selling shareholders has held a position as an officer or a director of ours, nor had any other material relationship of any kind with us or any of our affiliates. A selling shareholder who is an affiliate of a broker-dealer and any participating broker-dealer is deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions or discounts given to any such selling shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. To our knowledge, none of the selling shareholders is an affiliate of a broker-dealer and there are no participating broker-dealers. The term “selling shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling shareholders named in the table below. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed [4.99% or 9.99%], as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The selling shareholders are not making any representation that any ordinary shares covered by this prospectus will be offered for sale. Because we do not know how long each of the selling shareholders will hold the warrants, whether any will exercise the warrants and, upon such exercise, how long each such selling shareholder will hold the ordinary shares before selling them, and because each of the selling shareholders may dispose of all, none or some portion of its securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling shareholder upon completion of this offering. In addition, each selling shareholder may have sold, transferred or otherwise disposed of its securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented. We may amend or supplement this prospectus from time to time in the future to update or change the selling shareholders list and the securities that may be resold. The undersigned beneficial owner of common stock Ordinary Shares (Pre-Funded Warrants or Warrants exercisable into Ordinary Shares) (the “Registrable Securities”) of Progressive CarePOLYPID LTD., Inc., a Delaware corporation an Israeli company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Debentures” aboveShares of Common Stock”. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesstock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion issued to the selling shareholders in the “Private Placement of the Debentures, determined as if the outstanding Debentures were exercised in full as Shares of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination Common Stock” described above and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of preferred stock and exercise of the Debentureswarrants. For additional information regarding the issuances of those common shares of common stock and warrantswarrant shares, see “Private Placement of DebenturesSeries A Convertible Preferred Stock and Warrants” above. We are registering the common shares of common stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares of common stock by each of the selling shareholders. The second column lists the number of common shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsshares, as of ________, 20222024, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesexercise. The third column lists the common shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of common shares of common stock issuable upon conversion of the DebenturesSeries A Convertible Preferred Stock, determined as if the outstanding Debentures Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination common shares issuable upon conversion/exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareMangoceuticals, Inc., a Delaware corporation Inc. (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesShares of Series B Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Series B Preferred Stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issuable to the selling shareholders upon the conversion of shares of Series B Preferred Stock issued as described in the “Private Placement of Shares of Series B Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” ”] The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Surna Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances issuance of those shares of common stock and warrants, see “Private Placement Issuance of DebenturesWarrants” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of convertible notes and warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022200 , assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement agreements with the selling shareholders, this prospectus generally covers the resale of at least the maximum number of shares of common stock Common Stock issued and issuable upon conversion exercise of the Debentures, determined as if the outstanding Debentures were exercised in full warrants as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as . Because the exercise price of the trading day immediately preceding warrants may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, without regard to any limitations on the exercise number of the warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”Castlerigg Master Investments Ltd.(1) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the DebenturesSelling Stockholders. For additional information regarding the issuances issuance of those shares of common stock and warrantswarrant shares, see “Private Placement of DebenturesConvertible Preferred Shares and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsCommon Stock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises____. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such conversion or exercise, as the case may be, would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed [4.99%] [9.99]% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”] [OTHER BUYERS), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Preferred Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those shares of Common Stock issuable to the selling shareholders upon conversion of the Debenturessuch shares of Preferred Stock. For additional information regarding the issuances of those the shares of common stock and warrantsPreferred Stock, see “Private Placement of DebenturesPreferred Stock” above. We are registering the such shares of common stock Preferred Stock and shares of Common Stock in order to permit the selling shareholders to offer the such shares for resale from time to time. Except for the ownership of the shares of Preferred Stock and for the purchase of the shares of the Series A Preferred Stock as described below, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common Common Stock and Company preferred stock by each of the selling shareholders. The second column lists and third columns list the number of shares of common Common Stock and Company preferred stock beneficially owned by each selling shareholder, based on its ownership of the such shares of common stock and warrants, as of ________, 20222023, assuming exercise conversion of the warrants such preferred stock held by the selling shareholders on that date, without regard to taking into account any limitations on exercises. The third column lists fourth and fifth columns list the shares of common stock Preferred Stock and Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the (i) the number of shares of Preferred Stock issued to the selling shareholders in the “Private Placement of Preferred Stock” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the DebenturesPreferred Stock, determined as if the outstanding Debentures Preferred Stock were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the warrantsPreferred Stock. The fourth column assumes sixth and seventh columns assume the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock, a selling shareholder may not convert their Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such Preferred Stock which have not been converted. The number of shares in the fourth and fifth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Private Placement of Series A Preferred Stock [____] The undersigned beneficial owner of common stock shares of Common Stock and Preferred Stock (the “Registrable Securities”) of Progressive CareAllarity Therapeutics, Inc., a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the DebenturesSelling Stockholders. For additional information regarding the issuances issuance of those shares of common stock and warrantsshares, see “Private Placement of DebenturesConvertible Preferred Shares and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of Common Stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsCommon Stock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises____. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such conversion or exercise, as the case may be, would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed [4.99%] [9.99]% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”] [OTHER BUYERS), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrants, see “[Private Placement of DebenturesSecurities]” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesstock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if selling shareholders pursuant to the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Purchase Agreement as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareGaming Technologies, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises202__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreementSecurities Purchase Agreement, without regard to any limitations dated March [ ], 2021 between Second Sight Medical Products, Inc. and each purchaser identified on the exercise of the warrantssignature page thereto. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may actually sell all, some or none of their shares in this offering. See “Plan of Distribution.” ”. The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.SECOND SIGHT MEDICAL PRODUCTS INC., a Delaware California corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement Placements of DebenturesCommon Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2018. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of issued to the Debenturesselling shareholders pursuant to the securities purchase agreement, determined as if the outstanding Debentures were exercised in full dated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC_______, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareAudioEye, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesstock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of all of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right securities purchase agreement, without regard to any limitations on the exercise of the warrantsdated August 17, 2018. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The shares of our common stock offered under this prospectus may be offered from time to time by the selling stockholders named below or by any of their respective pledgees, donees, transferees or other successors-in-interest. As used in this prospectus, the term “selling stockholders” includes the selling stockholders identified below and any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge or other non-sale related transfer. The selling stockholders named below acquired the shares of our common stock being offered by under this prospectus directly from us. We issued the selling shareholders are those issuable shares to the selling shareholders upon conversion stockholders in reliance on an exemption from the registration requirements of the DebenturesSecurities Act pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. For additional information regarding The following table sets forth as of [_]: (1) the issuances name of those each selling stockholder for whom we are registering shares of our common stock and warrantsunder the registration statement of which this prospectus is a part, see “Private Placement (2) the number of Debentures” above. We are registering the shares of our common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock beneficially owned by each of the selling shareholdersstockholders prior to the offering, determined in accordance with Rule 13d-3 under the Exchange Act, (3) the number of shares of our common stock that may be offered by each selling stockholder under this prospectus and (4) the number of shares of our common stock to be owned by each selling stockholder after completion of this offering. We will not receive any of the proceeds from the sale of the shares of our common stock offered under this prospectus. The second column lists amounts and information set forth below are based upon information provided to us by the selling stockholders or their representatives, or on our records, as of [_]. The percentage of beneficial ownership for the following table is based on [_] shares of our common stock outstanding as of [_]. To our knowledge, except as indicated in the footnotes to this table, each stockholder named in the table has sole voting and investment power with respect to all shares of our common stock shown in the table to be beneficially owned by such stockholder. Except as described below, none of the selling stockholders has had any position, office or other material relationship with us or any of our predecessors or affiliates within the past three years. In addition, based on information provided to us, none of the selling stockholders that are affiliates of broker-dealers, if any, purchased the shares of our common stock outside the ordinary course of business or, at the time of their acquisition of such shares, had any agreements, understandings or arrangements with any other persons, directly or indirectly, to dispose of the shares. Information concerning the selling stockholders may change from time to time, and any changed information will be set forth in supplements to this prospectus to the extent required. Under the terms of the warrants, a selling shareholder may not convert the Preferred Stock or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock beneficially owned by each selling shareholderwhich would exceed 4.99% or 9.99%, based on its ownership as applicable, of the shares of our then outstanding common stock and warrantsfollowing such exercise, as excluding for purposes of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of such determination shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as Preferred Stock and exercise of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as such warrants which have not been converted or exercised. The number of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided shares in the registration right agreement, without regard to any limitations on the exercise of the warrants. The second and fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to columns do not reflect this prospectuslimitation. The selling shareholders may sell all, some or none of their shares in this offeringthisoffering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareUnique Fabricating, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion issued to the selling shareholders in the “Private Placement of the DebenturesShares of Common Stock” described above, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, ASP Isotopes Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on the exercise “Private Placement of the warrantsShares of Common Stock” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareStreamline Health Solutions, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered This prospectus covers the possible resale from time to time by the selling shareholders are those identified in the table below of Ordinary Shares represented by Depositary Shares, including Ordinary Shares represented by Depositary Shares issuable upon the exercise of the Private Placement Warrants (referred to in this prospectus collectively and individually as the “warrants”). The selling shareholders may sell some, all or none of their Ordinary Shares represented by Depositary Shares. We do not know how long the selling shareholders upon conversion of will hold the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering whether any will exercise the shares of common stock in order to permit warrants, and upon such exercise, how long such selling shareholders will hold the Ordinary Shares represented by Depositary Shares before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholders to offer regarding the shares for resale from time to timesale of any of the shares. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares represented by Depositary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares represented by Depositary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Depositary Shares and warrantswarrants to purchase Depositary Shares, as of [___], 202[_____, 2022], assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares maximum number of common stock Ordinary Shares represented by Depositary Shares being offered by in this prospectus by the selling shareholders. The fourth and fifth columns list the amount of Ordinary Shares represented by Depositary Shares owned after the offering, by number of Ordinary Shares represented by Depositary Shares and percentage of outstanding Ordinary Shares, assuming in both cases the sale of all of the Ordinary Shares represented by Depositary Shares offered by the selling shareholders pursuant to this prospectus, and without regard to any limitations on conversions or exercises. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling shareholders in the “Private Placement of ADSs and Warrants” described above and (ii) the maximum number of shares of common stock issuable Ordinary Shares upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes Under the sale of all terms of the shares offered by warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholders pursuant shareholder, together with its affiliates and attribution parties, to this prospectusbeneficially own a number of Ordinary Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of such warrants which have not been exercised. The beneficial ownership limitation may be increased or decreased, provided that in no event shall it exceed 9.99%, upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following the receipt of such notice by us. The number of shares in the table below does not reflect this limitation. See “Plan of Distribution.”The selling shareholders may sell all, some or none of their shares Ordinary Shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation Midatech Pharma PLC (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.. The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures15% OID Senior Secured Convertible Promissory Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock 15% OID Senior Secured Convertible Promissory Notes and warrants, as of ________, 2022, assuming the conversion of such promissory notes and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issuable to the selling shareholders upon the conversion or exercise of 15% OID Senior Secured Convertible Promissory Notes and warrants issued as described in the “Private Placement of 15% OID Senior Secured Convertible Promissory Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the 15% OID Senior Secured Convertible Promissory Notes and the warrants, a selling shareholder may not convert such 15% OID Senior Secured Convertible Promissory Notes or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such 15% OID Senior Secured Convertible Promissory Notes or exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” "] Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, CorpHousing Group Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsCommon Stock, see “Private Placement of Debentures” abovePlacement”. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholderstockholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2025. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling stockholders in the registration right agreement, without regard to any limitations on “Private Placement” described in the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation Rezolve AI plc (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2025. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion issued to the selling shareholders in the “Private Placement of the DebenturesShares of Common Stock” described above, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.Navitas Semiconductor Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesWarrants” above. We are registering the shares of common stock issuable upon exercise of the Warrants in order to permit the selling shareholders to offer the shares for resale from time to time. Except as otherwise disclosed herein, and except for the ownership of the shares of common stock issuable upon exercise of the warrants and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of [__________, 2022_____], assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum the maximum number of shares of common stock issuable upon conversion exercise of the Debentureswarrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementwarrant, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareAlphatec Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those being issued to the selling shareholders pursuant to the Purchase Agreement, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of DebenturesSeries A Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Series A Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.[SPINCO], a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon the conversion of the DebenturesDebentures and the exercise of the warrants. For additional information regarding the issuances of those shares of common stock stock, the Debentures and warrants, see “Private Placement of DebenturesShares Underlying Debentures and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock or other capital stock of the Company, the Debentures and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20222023, assuming conversion of the Debentures and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversion of the Debentures or exercise of the warrants. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares Underlying Debentures and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the DebenturesDebentures and exercise of the related warrants, determined as if the outstanding Debentures were converted in full and the warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Debentures or exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Debentures and warrants, a selling shareholder may not convert or exercise, as applicable, Debentures and/or warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareNovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of the Debenturesnotes. For additional information regarding the issuances of those the notes and shares of common stock and warrantsstock, see “Private Placement of DebenturesPlacement” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, warrants and preferred stock and the shares of common stock issuable upon conversion and/or exchange thereunder, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsnotes, as of ________, 20222020, assuming conversion of the notes and preferred stock and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issuable upon conversion of the Debenturespreferred stock, determined as if the outstanding Debentures preferred stock were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC and, (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC and (iii) the maximum number of shares of common stock issuable upon conversion of the notes, determined as if the outstanding notes were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion and/or exercise of the notes and/or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the notes, a selling shareholder may not exercise the notes to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such conversion and/or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the notes and/or preferred stock and/or exercise of the warrants which have not been converted and/or exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.Can B Corp., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises201__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreementStock Purchase Agreement, without regard to any limitations dated December [●], 2017 between Pyxis Tankers Inc. and each purchase identified on the exercise of the warrantssignature page thereto. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may actually sell all, some or none of their shares in this offering. See “Plan of Distribution.” ”. The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.PXYIS TANKERS INC., a Delaware corporation organized under the laws of the M▇▇▇▇▇▇▇ Islands (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders stockholders are those issuable to the selling shareholders issued upon conversion of the Debentures. For additional information regarding Series H-4 Preferred Stock and exercise of Warrants that were issued to the issuances selling stockholders pursuant to the Securities Purchase Agreement dated as of those shares March 8, 2018 (the “Securities Purchase Agreement”), by and among the Company and the investors named therein, and upon exercise of common stock and warrants, see “Private Placement of Debentures” abovethe Warrants. We are registering the shares of common stock Common Stock in order to permit the selling shareholders stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholderstockholder, based on its ownership of the shares of common stock Series H-4 Preferred Stock and warrantsthe Warrants, as of _________, 20222018, assuming exercise of the warrants all Warrants held by the selling shareholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholdersstockholders and does not take in account any limitations on (i) conversion of the Series H-4 Preferred Stock or issuance of Common Stock or (ii) exercise of the Warrants. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders (the “Registration Rights Agreement”), this prospectus generally covers the resale of at least the maximum sum of (i) the number of shares of common stock issuable Common Stock issued upon conversion of the Debentures, determined as if Series H-4 Preferred Stock issued pursuant to the outstanding Debentures were exercised in full Securities Purchase Agreement as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) the maximum number of shares of common stock issued and issuable upon exercise of the related Warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the exercise of the warrantsSEC. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Under the terms of the Series H-4 Preferred Stock, a selling stockholder may not convert the Series H-4 Preferred Stock to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such exercise. Under the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised. The number of shares in the second column does not reflect these limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered This prospectus covers the possible resale from time to time by the selling shareholders are those identified in the table below of Ordinary Shares represented by Depositary Shares, including Ordinary Shares represented by Depositary Shares issuable upon the exercise of the Private Placement Warrants (referred to in this prospectus collectively and individually as the “warrants”). The selling shareholders may sell some, all or none of their Ordinary Shares represented by Depositary Shares. We do not know how long the selling shareholders upon conversion of will hold the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering whether any will exercise the shares of common stock in order to permit warrants, and upon such exercise, how long such selling shareholders will hold the Ordinary Shares represented by Depositary Shares before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholders to offer regarding the shares for resale from time to timesale of any of the shares. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares represented by Depositary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares represented by Depositary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Depositary Shares and warrantswarrants to purchase Depositary Shares, as of [___], 202[_____, 2022], assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares maximum number of common stock Ordinary Shares represented by Depositary Shares being offered by in this prospectus by the selling shareholders. The fourth and fifth columns list the amount of Ordinary Shares represented by Depositary Shares owned after the offering, by number of Ordinary Shares represented by Depositary Shares and percentage of outstanding Ordinary Shares, assuming in both cases the sale of all of the Ordinary Shares represented by Depositary Shares offered by the selling shareholders pursuant to this prospectus, and without regard to any limitations on conversions or exercises. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling shareholders in the “Private Placement of Warrants” described above and (ii) the maximum number of shares of common stock issuable Ordinary Shares upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes Under the sale of all terms of the shares offered by warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholders pursuant shareholder, together with its affiliates and attribution parties, to this prospectusbeneficially own a number of Ordinary Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of such warrants which have not been exercised. The beneficial ownership limitation may be increased or decreased, provided that in no event shall it exceed 9.99%, upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following the receipt of such notice by us. The number of shares in the table below does not reflect this limitation. See “Plan of Distribution.”The selling shareholders may sell all, some or none of their shares Ordinary Shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation Biodexa Pharmaceuticals Plc (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsCommon Stock, see “Private Placement of DebenturesPlacement” abovein the Purchase Agreement. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholderstockholder, based on its ownership of the shares of common stock and pre-funded warrants, as of ________, 20222025, assuming exercise of the pre-funded warrants held by the selling shareholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling stockholders in the registration right agreement, without regard to any limitations on “Private Placement” described in the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Progressive CareUpexi, Inc., a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsordinary shares, see “Private Placement of DebenturesOrdinary Shares” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the ordinary shares for resale from time to time. Except for the ownership of the ordinary shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock ordinary being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of Progressive Care, Inc.MakeMyTrip Limited, a Delaware corporation public company incorporated under the laws of Mauritius with limited liability (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered This prospectus covers the possible resale from time to time by the selling shareholders are those identified in the table below of Ordinary Shares represented by Depositary Shares, including Ordinary Shares represented by Depositary Shares issuable upon the exercise of the Private Placement Warrants (referred to in this prospectus collectively and individually as the “warrants”). The selling shareholders may sell some, all or none of their Ordinary Shares represented by Depositary Shares. We do not know how long the selling shareholders upon conversion of will hold the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering whether any will exercise the shares of common stock in order to permit warrants, and upon such exercise, how long such selling shareholders will hold the Ordinary Shares represented by Depositary Shares before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholders to offer regarding the shares for resale from time to timesale of any of the shares. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares represented by Depositary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares represented by Depositary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Depositary Shares and warrantswarrants to purchase Depositary Shares, as of [___], 202[_____, 2022], assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares maximum number of common stock Ordinary Shares represented by Depositary Shares being offered by in this prospectus by the selling shareholders. The fourth and fifth columns list the amount of Ordinary Shares represented by Depositary Shares owned after the offering, by number of Ordinary Shares represented by Depositary Shares and percentage of outstanding Ordinary Shares, assuming in both cases the sale of all of the Ordinary Shares represented by Depositary Shares offered by the selling shareholders pursuant to this prospectus, and without regard to any limitations on conversions or exercises. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares issued to the selling shareholders in the “Private Placement of ADSs and Warrants” described above and (ii) the maximum number of shares of common stock issuable Ordinary Shares upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes Under the sale of all terms of the shares offered by warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholders pursuant shareholder, together with its affiliates and attribution parties, to this prospectusbeneficially own a number of Ordinary Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of such warrants which have not been exercised. The beneficial ownership limitation may be increased or decreased, provided that in no event shall it exceed 9.99%, upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following the receipt of such notice by us. The number of shares in the table below does not reflect this limitation. See “Plan of Distribution.”The selling shareholders may sell all, some or none of their shares Ordinary Shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation Midatech Pharma PLC (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of DebenturesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises202__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of issued to the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreementStock Purchase Agreement, without regard to any limitations dated February [ ], 2021 between Pyxis Tankers Inc. and each purchase identified on the exercise of the warrantssignature page thereto. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may actually sell all, some or none of their shares in this offering. See “Plan of Distribution.” ”. The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.PXYIS TANKERS INC., a Delaware corporation organized under the laws of the ▇▇▇▇▇▇▇▇ Islands (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” aboveWarrants. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement to which this Plan document is annexed. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, Common Stock as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises_____. The third column lists the shares of common stock Common Stock being offered by this prospectus the Prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus the Prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the selling shareholders pursuant to the terms of the Subscription Agreements, and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion exercise of the Debenturesrelated Warrants, determined as if the outstanding Debentures Warrants were exercised in full as of the trading day Trading Day immediately preceding the date this registration statement the Registration Statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, Commission without regard to any limitations on the exercise of the warrantsWarrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectusProspectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of the Debenturespreferred shares and exercise of the warrants. For additional information regarding the issuances of those preferred shares of common stock and warrants, see “Private Placement of DebenturesPreferred Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the preferred shares and the warrants issued pursuant to the Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its their respective ownership of the shares of common stock stock, preferred shares and warrants, as of ________, 20222025, assuming conversion of the preferred shares and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversions and exercises set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersshareholders and does not take in account any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued or issuable to the selling shareholders in the “Private Placement of Preferred Shares of Common Stock and Warrants” described above, pursuant to the Certificate of Designation, including payment of dividends on the preferred shares through [DATE], and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were converted or exercised (as the case may be) in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. Because the conversion price of the preferred shares and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred shares and the warrants, a selling shareholder may not convert the preferred shares or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99][9.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareBrag House Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion of shares of preferred stock and exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common preferred stock and warrants, see “Private Placement of DebenturesShares of Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of capital stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common capital stock and warrants, as of ________May 12, 20222025, assuming conversion of the shares of preferred stock and exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock underlying the shares of preferred stock issued to the selling shareholders in the “Private Placement of Shares of Preferred Stock and Warrants” described above, determined as if the outstanding shares of preferred stock were converted in full, and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECfull, each determined as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the shares of preferred stock or exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the shares of preferred stock and the warrants, a selling shareholder may not convert or exercise any such security, as applicable, to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99% or] 9.99%[, as applicable,] of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such shares of preferred stock which have not been converted, and exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive CareGT Biopharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described therein). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock American Depositary Shares (“ADSs”) or Pre-Funded Warrants exercisable into ADSs (the “Warrants”) being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debentureswarrants. For additional information regarding the issuances of those shares of common stock ADSs and warrantsWarrants, see “Private Placement of DebenturesOrdinary Shares and Warrants” above. We are registering the shares of common stock Ordinary Shares in order to permit the selling shareholders to offer the shares Ordinary Shares, ADSs or Warrants for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Ordinary Shares and warrants, as of ________[●], 20222024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Ordinary Shares, represented by ADSs being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Ordinary Shares, represented by ADSs, issued to the selling shareholders in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of shares of common stock Ordinary Shares, represented by ADSs issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares Ordinary Shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Warrants, a selling shareholder may not exercise the Warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of Ordinary Shares which would exceed 4.99%, as applicable, of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of the warrants that have not been exercised (or the number of Warrant Shares or ADSs as converted accordingly in the Purchase Agreement). The number of Ordinary Shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares ADSs or Warrants in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive CareChemomab Therapeutics Ltd., Inc., a Delaware an Israeli corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock Ordinary Shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon the conversion of the Debenturesdebentures and the exercise of the warrants. For additional information regarding the issuances of those shares of common stock Ordinary Shares, debentures and warrants, see “Private Placement of DebenturesOrdinary Shares, Debentures and Warrants” above. We are registering the shares of common stock Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of Ordinary Shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock Ordinary Shares and warrants, as of ________, 20222017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Ordinary Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Ordinary Shares issued to the selling shareholders in the and (ii) the maximum number of shares of common stock Ordinary Shares issuable upon conversion exercise of the Debenturesrelated warrants, determined as if the outstanding Debentures warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of Ordinary Shares which would exceed [4.99%] [9.99%] of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, Inc.CollPlant Holdings Ltd., a Delaware corporation company organized under the laws of the State of Israel (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsordinary shares, see “Private Placement of Debentures” aboveplease refer to Nvni Group Limited’s Form 6-K filed on December [_], 2024. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsordinary shares, as of December [________], 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2024. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the private placement and (ii) the maximum number of ordinary shares of common stock issuable upon conversion exercise of the Debenturesrelated Warrants, determined as if the outstanding Debentures Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the, Warrants [and other warrants held by selling shareholders], a selling shareholder may not exercise [the] [any such] warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Annex C

SELLING SHAREHOLDERS. The common stock Common Shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsshares, see “Private Placement of DebenturesCommon Shares” above. We are registering the shares of common stock shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Company’s securities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Common Shares by each of the selling shareholders. The second column lists the total number of shares of common stock Common Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsCommon Shares, as of ________December 16, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2024. The third column lists the shares of common stock Common Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of Common Shares issued to the selling shareholders in the “Private Placement of Common Shares (and/or Pre-Funded Warrants) and Warrants” described above and (ii) the maximum number of shares of common stock Common Shares issuable upon conversion exercise of the Debenturesrelated Pre-Funded Warrants and Warrants, determined as if the outstanding Debentures Pre-Funded Warrants and Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECCommission, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the, Pre-Funded Warrants, Warrants and other warrants held by selling shareholders, a selling shareholder may not exercise any such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of Common Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Shares following such exercise, excluding for purposes of such determination Common Shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock shares (the “Registrable Securities”) of Progressive Care, Vision Marine Technologies Inc., a Delaware corporation formed under the laws of the Province of Quebec (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock Ordinary Shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsOrdinary Shares, see “Private Placement of DebenturesOrdinary Shares” above. We are registering the shares of common stock Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsOrdinary Shares, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock Ordinary Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of Ordinary Shares issued to the Debentures, determined as if selling shareholders in the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each __________________ as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Progressive Care, CN Energy Group. Inc., a Delaware corporation British Virgin Islands company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock Ordinary Shares are being offered by the selling shareholders are those issuable previously issued to the selling shareholders upon conversion of the Debenturesshareholders. For additional information regarding the issuances of those shares of common stock and warrantsordinary shares, see “Private Placement of DebenturesOrdinary Shares” above. We are registering the shares of common stock Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the Ordinary Shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Ordinary Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of (i) the number of shares Ordinary Shares issued to the selling shareholders in the “Private Placement of common stock issuable upon conversion of the DebenturesOrdinary Shares” described above, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of Progressive Care, Inc.EUDA Health Holdings Limited, a Delaware corporation British Virgin Islands business company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders shareholders, upon conversion exercise of the Debenturespre-funded warrants. For additional information regarding the issuances of those shares of common stock and pre-funded warrants, see “Private Placement of DebenturesShares of Common Stock and Pre-funded Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and pre-funded warrants, as of ________, 20222021, assuming exercise of the pre-funded warrants held by the selling shareholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Pre-funded Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion exercise of the Debenturesrelated pre-funded warrants, determined as if the outstanding Debentures pre-funded warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the pre-funded warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the pre-funded warrants, a selling shareholder may not exercise the pre-funded warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the pre-funded warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc.Giga-tronics Incorporated, a Delaware California corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.