FORM OF UNDERWRITING AGREEMENT between DANAM HEALTH, INC. and CRAFT CAPITAL MANAGEMENT LLC as Representative of the Several Underwriters DANAM HEALTH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2024 • Danam Health, Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
The undersigned, Danam Health, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Danam Health, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) for the purchase and sale of the Company’s common stock, par value $0.001 per share (the “Common Stock” or “Public Securities”), pursuant to the following terms:
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and amongMembership Interest Purchase Agreement • November 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 11, 2023, is made by and among (i) Danam Health, Inc., a Delaware corporation (“Buyer”); (ii) Wellgistics, LLC, a Florida limited liability company (the “Company”) (iii) Strategix Global LLC, a Utah limited liability company (“Strategix”), Nomad Capital LLC, a Utah limited liability company (“Nomad”), Jouska Holdings LLC, a Delaware limited liability company (“Jouska”; together with Strategix and Nomad, collectively, “Sellers” and, each, a “Seller”); (iv) the Persons identified as Seller Owners listed on Annex II hereto (collectively, the “Seller Owners” and, each, a “Seller Owner”; Seller Owners, together with Sellers, the “Seller Parties” and, each, a “Seller Party”); and (v) Brian Norton, a resident of the State of Montana, in his capacity as Seller Representative (“Seller Representative”; together with Buyer, Sellers, and Seller Owners, collectively, the “Parties” and, each, a “Party”).
CONTRACT AGREEMENTEmployment Agreement • October 21st, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
An agreement made this 15th day of April, 2024, by and between Danam Health Inc. (Hereinafter referred as Danam /EMPLOYER) a Delaware corporation, located at 6308 Benjamin Rd, Suite 709 Tampa FL 33634, and Aletheia Strategic Advisory LLC, a North Carolina registered entity with, registered address 2101 Howards Mill Lane, Waxhaw, NC 28173 (hereinafter referred to as Contractor), wherein the parties agree as follows:
340B CONTRACT PHARMACY SERVICES AGREEMENT340b Contract Pharmacy Services Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This 340B Contract Pharmacy Services Agreement (the “Agreement”) is entered into as of April 1, 2021 (“Effective Date”), by and between Community Specialty Pharmacy, LLC (“Pharmacy”), a pharmacy with its corporate headquarters located at 6308 Benjamin Road, Suite 709, Tampa, FL 33634 and AIDS Service Association of Pinellas, Inc. dba EPIC (together with the locations listed in Schedule C, “Covered Entity”) with its corporate headquarters located at 5771 Roosevelt Blvd., Clearwater, Florida 33760.
LEASE GVI-IP TAMPA OFFICE OWNER, LLC, a Delaware limited liability company as Landlord AND WELLGISTICS, LLC, a Florida limited liability company, and DANAM HEALTH, INC., a Delaware corporation as Tenant March 23, 2024Lease • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
This LOAN AND SECURITY AGREEMENT, (“Agreement”), dated as of November 22, 2024 (“Closing Date”) is entered into between Marco Capital, Inc., a Delaware corporation with an office at 936 SW 1st Ave, # 306, Miami, FL 33130 (“MCI”), and WELLGISTICS, LLC, a Florida limited liability company, with its principal place of business and chief executive office at 358 Eagles Landing Drive, Lakeland, FL 33810 (“Borrower”).
MASTER SERVICES AGREEMENTMaster Services Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
This Master Services Agreement (the “Agreement”) is entered into as of 11/20/2023 (“Effective Date”), by and between Best Computer Systems, Inc., an Illinois corporation, d/b/a BestRx Pharmacy Software which has its principal place of business at 2625 Butterfield Rd, Suite 200S, Oak Brook, IL 60523 (“Company”) and DelivMeds having its principal place of business at 6308 Benjamin Road Suite 709, Tampa, FL 33634 ,(“Pharmacy”). This Agreement consists of the Agreement below and any Addenda (as defined below) executed by the parties, including any attachments to such Addenda.
ROADIE, INC. SERVICES AGREEMENTServices Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS ROADIE, INC. SERVICES AGREEMENT (the “Agreement”) is entered into as of July 12, 2023 (the “Effective Date”), by and between Roadie, Inc., a Delaware corporation (“Roadie”); and Alliance Pharma Solutions, LLC dba DelivMeds (“Customer”).
PARTICIPATING PHARMACY AGREEMENTParticipating Pharmacy Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida
This Participating Pharmacy Agreement (this “Agreement”) is made effective as of the date of Pharmacy’s signature below (the “Effective Date”), between Medzoomer, Inc., a Delaware corporation (“Medzoomer”), and the undersigned Pharmacy (“Pharmacy”) and collectively as the “Parties” and each a “Party”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and amongMembership Interest Purchase Agreement • July 22nd, 2024 • Danam Health, Inc • Kansas
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 11, 2023, is made by and among (i) Danam Health, Inc., a Delaware corporation (“Buyer”); (ii) Wellgistics, LLC, a Florida limited liability company (the “Company”) (iii) Strategix Global LLC, a Utah limited liability company (“Strategix”), Nomad Capital LLC, a Utah limited liability company (“Nomad”), Jouska Holdings LLC, a Delaware limited liability company (“Jouska”; together with Strategix and Nomad, collectively, “Sellers” and, each, a “Seller”); (iv) the Persons identified as Seller Owners listed on Annex II hereto (collectively, the “Seller Owners” and, each, a “Seller Owner”; Seller Owners, together with Sellers, the “Seller Parties” and, each, a “Seller Party”); and (v) Brian Norton, a resident of the State of Montana, in his capacity as Seller Representative (“Seller Representative”; together with Buyer, Sellers, and Seller Owners, collectively, the “Parties” and, each, a “Party”).
PROMISSORY NOTEPromissory Note • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Texas
FOR VALUE RECEIVED, TRxADE, Inc., a Florida corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Danam Health, Inc., a Delaware corporation, (the “Noteholder”), the principal amount of $300,000, (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”). The foregoing notwithstanding, Borrower has prepaid $250,000, leaving a principal balance of $50,000 as of the Execution Date.
June 27, 2024 Tim Canning Chief Executive Officer Danam Health, Inc. Suite 950 Tampa, FL 33607Underwriting Agreement • July 22nd, 2024 • Danam Health, Inc • New York
This letter agreement (the “Agreement”) will confirm that Danam Health, Inc. (together with its subsidiaries, the “Company”) has engaged EF Hutton LLC (“EF Hutton”, the “Underwriter”) to serve as the sole underwriter for the proposed registered offering (the “Offering”) of the Company’s equity securities.
NOTICE: THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURYGuaranty Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This GUARANTY AGREEMENT dated as of November 22, 2024, is made by WELLGISTICS HEALTH, INC. (formerly DANAM HEALTH, INC.), a Delaware corporation (“Guarantor”), in favor of Marco Capital, Inc., a Delaware corporation (“Lender”), to induce Lender to extend financial accommodations to Debtor (as hereinafter defined).
PROMISSORY NOTEPromissory Note • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Texas
REFERENCE IS MADE to that certain Membership Interest Purchase Agreement, dated January , 2023, by and among Wood Sage, LLC, Community Specialty Pharmacy, LLC and Integral Health, Inc. (successor in interest to TRXADE Health, Inc.) (the “MIPA”).
INTEGRATION AND DELIVERY SERVICES AGREEMENTIntegration and Delivery Services Agreement • December 6th, 2024 • Wellgistics Health, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Integration and Delivery Services Agreement, together with any exhibits, addenda or attachments in effect from time to time during the Term (collectively, this “Agreement”) is entered into as of the date on which this Agreement is fully executed as indicated in the signature blocks below (“Effective Date”) between Lyft Healthcare, Inc., a Delaware corporation located at 185 Berry St., Suite 5000, San Francisco, CA 94107 (“Lyft”) and Alliance Pharma Solutions, LLC (d/b/a DelivMeds), a Florida Corporation, located at 2420 Brunello Trace, Lutz, Florida 33558 (“Partner”). Both Lyft and Partner may be referred to as “Party” and/or “Parties.”
