FORM OF COMMON STOCK PURCHASE WARRANT Trxade HEALTH, Inc.TRxADE HEALTH, INC • October 7th, 2022 • Wholesale-drugs, proprietaries & druggists' sundries
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TRxADE HEALTH, INC., a Delaware corporation (the “Company”), up to 2,663,045 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2022 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2022 between TRxADE HEALTH, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2020 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
TRXADE GROUP, INC. UNDERWRITING AGREEMENT [_________] Shares of Common StockUnderwriting Agreement • January 27th, 2020 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
TRXADE GROUP, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as representative (the “Representative”), an aggregate of __________ authorized but unissued shares of common stock, par value $0.00001 per share, (the “Common Stock”) of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional ___________ shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.
TRXADE GROUP, INC., Issuer AND Trustee INDENTURE Dated as of [●], 20[●] Debt Securities INDENTURETrxade Group, Inc. • August 28th, 2020 • Wholesale-drugs, proprietaries & druggists' sundries • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
TRxADE HEALTH, INC. Up to $9,000,000 of Shares of Common Stock Equity Distribution AgreementEquity Distribution Agreement • August 6th, 2021 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • New York
TRxADE HEALTH, INC. , a Delaware corporation (the “Company”), proposes to issue and sell through EF Hutton, a division of Benchmark Investments LLC (the “Agent”), as sales agent, up to an aggregate of $9,000,000 of shares of common stock, par value $0.00001 per share (“Common Stock”), of the Company (the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2014 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of December 19, 2014 between TRXADE GROUP, INC, a Delaware corporation (the “Company”), and Donald Almeida (“Indemnitee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 7th, 2022 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 13th, 2022 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Common Stock Purchase Agreement is entered into effective as September 7, 2022 (this “Agreement”), by and between TRxADE HEALTH Inc., Inc., a Delaware corporation (the “Company”), and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 16th, 2024 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2015 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of March 17, 2015 between TRXADE GROUP, INC, a Delaware corporation (the “Company”), and Fernando V. Sanchez (“Indemnitee”).
TRXADE GROUP, INC.Stock Option Agreement • August 14th, 2020 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan (as amended from time to time)(the “Plan”).
TRXADE GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2019 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of 23 October 2019, by and among Trxade Group, Inc., a Delaware corporation (the “Company”), and the undersigned holders of common stock of the Company together with their qualifying transferees (the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2016 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of August 22, 2016 between TRXADE GROUP, INC, a Delaware corporation (the “Company”), and Michael L. Peterson (“Indemnitee”).
INDEMNIFICATION AGREEMENTAgreement • June 11th, 2014 • Trxade Group, Inc. • Metal mining • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ___________, 2014 between TRXADE GROUP, INC, a Delaware corporation (the “Company”), and ____________________ _______________ (“Indemnitee”).
TRXADE GROUP, INC.Stock Option Agreement • April 26th, 2021 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan (as amended from time to time, the “Plan”).
TRXADE GROUP, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2020 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 14th day of April 2020, to be effective as of the Effective Date as defined below between Trxade Group, Inc., a Delaware corporation (the “Company”), and Suren Ajjarapu, an individual (the “Executive”) (each of the Company and Executive are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
TRXADE GROUP, INC. INVESTMENT WARRANT AGREEMENTInvestment Warrant Agreement • January 5th, 2017 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS INVESTMENT WARRANT AGREEMENT (this "Agreement") is made and entered into as of December 31, 2016 (the “Issuance Date”), between and among Trxade Group, Inc., a Delaware corporation (the “Company”) on one hand, and Gajan A. Mahendiran and Amudha Mahendiran (collectively the “Holder”) on the other hand.
Logistics Services AgreementLogistics Services Agreement • September 5th, 2014 • Trxade Group, Inc. • Metal mining • Ohio
This Logistics Services Agreement (the "Agreement") between RXTPL, a division of Masters Pharmaceutical, Inc., an Ohio Corporation ("RXTPL"), and Westminster Pharmaceuticals LLC, a Deleware corporation, with its primary office located at 17537 Darby Lane, Lutz, Florida 33558 (the "Client") is effective on the date it is signed by the last party to sign it.
Membership Interest PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 23rd, 2023 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • Florida
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made as of __ January 2022, by and among Wood Sage, LLC, Florida limited liability company (“Buyer”), Alliance Pharma Solutions, LLC, a Florida limited liability company (“Company”) and TRxADE HEALTH, Inc., a Delaware corporation (Seller). Buyer, Company and Seller are each referred to herein as a “Party” and collectively as “Parties.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among TRXADE HEALTH, INC., FOODS MERGER SUB, INC., and Superlatus Inc. Dated as of July 14, 2023Agreement and Plan of Merger • July 14th, 2023 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
CONSULTING AGREEMENTConsulting Agreement • July 31st, 2024 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Consulting Agreement (this “Agreement”) is made and entered into as of this 25th day of July, 2024, between TRxADE HEALTH, INC., a Delaware corporation (as the name may be changed in accordance with the provisions of the DGCL, the “Company”) and Surendra K. Ajjarapu (“Consultant”). The Company and Consultant are referred to herein individually as a “Party,” or collectively as the “Parties.” The Executive Employment Agreement, dated April 14, 2020, as amended on May 5, 2020, August 29, 2022 and January 17, 2023, shall be terminated immediately upon the Service Start Date (as defined below) of this Agreement (the “Executive Employment Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 6th, 2024 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Stock Purchase Agreement (this “Agreement”) between Trxade Health, Inc., a Delaware corporation (“Seller”), and SUPERLATUS FOODS INC., a Delaware corporation (“Buyer”), is dated March 5th, 2024 (the “Effective Date”).
TRXADE GROUP, INC. COMMON STOCK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2014 • Trxade Group, Inc. • Metal mining • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ______________________, by and between Trxade Group, Inc., a Delaware corporation (the “Company”) and the INVESTOR executing a copy hereof (“Investor”).
WESTMINSTER PHARMACEUTICALS, LLC CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • October 27th, 2015 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of October __, 2015 (the “Effective Date”) by and among WESTMINSTER PHARMACEUTICAL, LLC, Inc., a Delaware limited liability Company (the “Company”), TRXADE GROUP, INC., a Delaware corporation and parent to the Company, (the “Parent”), and Gajan A. Mahendiran and Amudha Mahendiran (collectively, the “Purchaser”)
OPTION TO PURCHASE AGREEMENTOption to Purchase Agreement • June 15th, 2007 • Bluebird Exploration Co. • British Columbia
PETER LAWRENCE WELLS, businessman, 209-3608 Deercrest Drive, North Vancouver, British Columbia, Canada V7G 2S8 (hereinafter referred to as the "Vendor")
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT...Certain Confidential • February 7th, 2023 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS VOLUNTARY WITHDRAWAL AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of date last written below (the “Effective Date”) by and among SOSRx, LLC, a Delaware limited liability company (the “Company”), Exchange Health, LLC, a Michigan limited liability company (“Exchange Health” or “EH”), and TRxADE HEALTH, INC., a Delaware corporation (the “Withdrawing Member” or “TH”), concerning the voluntary withdrawal of the Withdrawing Member from the Company. Capitalized terms used herein but not otherwise defined shall have the meanings assigned thereto in the Limited Liability Company Agreement of the Company, dated as of February 15, 2022 (the “LLC Agreement”). The Withdrawing Member, the Company and Exchange Health are referred to herein each as a “Party” and collectively the “Parties.”
SUBSCRIPTION AGREEMENTTrxade Group • January 22nd, 2019 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
The securities offered hereby are speculative and involve a high degree of risk, and should not be purchased by anyone who cannot afford the loss of the entire amount of his or her investment. See “RISK FACTORS,” from our Form 10, as amended (the “Form 10”), first filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2014, our Annual Report on Form 10-K for the period ended December 31, 2017 (the “Form 10-K”) and all subsequent Quarterly Reports on Form 10-Q (collectively, the Form 10 and the Form 10-K, Form 10-Q, and all other public filings with the SEC are referred to hereinafter as the “Public Filings”). The RISK FACTORS from our Public Filings and other information therein are incorporated herein by reference. This offering is not complete without reviewing the information presented in these documents. You can review these documents free of charge at the SEC website, www.SEC.gov.
SUPPLIER AGREEMENTSupplier Agreement • October 13th, 2023 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Supplier Agreement (this “Agreement”) is made, effective as of the 9th day of October, 2023 (“Effective Date”), by and between Superlatus PD Holding Company, a corporation and existing under the laws of the State of Delaware, with its principal place of business located at 445 Park Avenue; New York, NY 10022 (hereinafter referred to as “Supplier”) and Rainforest Distribution Corp, a corporation organized and existing under the laws of the State of New York, with its principal place of business located at 20 Pulaski Street, Suite A, Bayonne, NJ 07002 (hereinafter referred to as “Rainforest”) (each is individually referred to herein as a “Party” and collectively as the “Parties”).
MEMBER ASSET CONTRIBUTION AGREEMENTMember Asset Contribution Agreement • February 16th, 2022 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), is made this 15th day of February, 2022 by and between Exchange Health, LLC, a Michigan limited liability company (“Member”) and SOSRx LLC, a Delaware limited liability company (“Company”). The Company and the Member shall be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.
TRXADE GROUP, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 26th, 2020 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
This Agreement is made by and between TRXADE GROUP, INC., a Delaware corporation (the “Company”), and Howard A. Doss (“Executive”) to be effective as of June 19, 2020 (the “Effective Date”). This Agreement amends and restated in its entirety the prior consulting agreement executed on between Executive with the Company. This agreement has no effect on prior stock option grants.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2019 • Trxade Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February 6, 2019 by and amount Trxade Group, Inc., a Delaware corporation (“Company”), Prashant Patel and Suren Ajjarapu (each and “Indemnitee” and collectively the “Indemnitees.”).
TRXADE HEALTH, INC. SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2022 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries
THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on August 29, 2022, and effective as of September 1, 2022 (the “Effective Date”), by and between TRxADE HEALTH, INC., a Delaware corporation (the “Company”), and Suren Ajjarapu, an individual (the “Executive”) (each of the Company and Executive are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
STOCK SWAP AGREEMENTStock Swap Agreement • June 30th, 2023 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries
THIS STOCK SWAP AGREEMENT (this “Agreement”) is entered into by and among Trxade Health, Inc., a Delaware corporation (“Trxade”), Suren Ajjarapu and Prashant Patel (together with Suren, each a “Shareholder,” and collectively, the “Shareholders”) dated as of June 28, 2023.
TRXADE HEALTH, INC. FIRST AMENDMENT TO OFFER LETTEROffer Letter • September 1st, 2022 • TRxADE HEALTH, INC • Wholesale-drugs, proprietaries & druggists' sundries
THIS FIRST AMENDMENT TO OFFER LETTER (this “Amendment”) is entered into on August 29, 2022, and effective as of September 1, 2022 (the “Effective Date”), by and between TRxADE HEALTH, INC., a Delaware corporation (the “Company”), and Janet Huffman, an individual (the “Executive”) (each of the Company and Executive are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
