Progressive Care Inc (RXMD)

[DCorleone]

TOXIC TERMS from RXMD FILINGS....Just from ONE NOTE. Over 6 MILLION in TOXIC DEBT!!!!

This Note carries an OID of $200,000.00. In addition,

The Initial Tranche shall correspond to the Initial Cash Purchase Price,
$80,000.00 of the OID and the Transaction Expense Amount, and may be converted into shares of
Common Stock (as defined below) any time subsequent to the Purchase Price Date. The first Subsequent
Tranche shall correspond to Investor Note #1 and $20,000.00 of the OID, the second Subsequent Tranche
shall correspond to Investor Note #2 and $20,000.00 of the OID, the third Subsequent Tranche shall
correspond to Investor Note #3 and $20,000.00 of the OID, the fourth Subsequent Tranche shall
correspond to Investor Note #4 and $20,000.00 of the OID, the fifth Subsequent Tranche shall correspond
to Investor Note #5 and $20,000.00 of the OID, and the sixth Subsequent Tranche shall correspond to
Investor Note #6 and $20,000.00 of the OID.

) Borrower shall fail to maintain the
Share Reserve after the date that is nine (9) months from the Effective Date as required under the
Purchase Agreement;

“Conversion Factor” means 80%, subject to the following adjustments. If at any time the average
of the five (5) lowest Closing Trade Prices during the twenty (20) Trading Days immediately preceding any date of
measurement is below $0.01, then in such event the then-current Conversion Factor shall be reduced by 10% for all
future Conversions (subject to other reductions set forth in this section).