Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger by and between the Company, Superlatus Inc. and Foods Merger Sub Inc., dated January 8, 2024

Exhibit 10.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 8, 2024, is entered into by and among TRxADE Health, Inc., a Delaware corporation, (the “Company”), (ii) Foods Merger Sub, Inc., a Delaware corporation, and wholly owned subsidiary of the Company (“Merger Sub”), and (iii) Superlatus Inc., a Delaware corporation (“Superlatus”). The Company, Merger Sub and Superlatus are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Unless otherwise defined herein, all defined terms used in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of June 30, 2023, which was amended and restated on July 14, 2023 (the “Merger Agreement”);

WHEREAS, under the terms of the Merger Agreement, at the closing shareholders of Superlatus received an aggregate 30,821,941 shares of the Company’s common stock at $7.30 per share, which was comprised of: (i) 136,441 shares of common stock of the Company, representing 19.9% of the total issued and outstanding common stock of the Company after the consummation of the Merger Agreement, and (ii) 306,855 shares of Company’s Series B Preferred Stock, par value $0.00001 per share, with a conversion ratio of 100 to one; and

WHEREAS, Superlatus was not able to meet the post-closing condition of acquiring Prestige Farms, Inc. (the “Prestige Acquisition”) as set forth in in the Merger Agreement and is now in material breach of its obligations under the Merger Agreement; and

WHEREAS, to avoid litigation the Parties desire to amend the Merger Agreement whereby Superlatus will surrender a certain portion of the Merger Consideration (as defined below) and the Company will release Superlatus from its breach of the Merger Agreement regarding the Prestige Acquisition; and

WHEREAS, Section 11.2 of the Merger Agreement provides that the Merger Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Parties.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, hereby agree as follows:

“Company Equity Value” means $12,500,00.00.

“collectively, the Company’s shareholders shall be entitled to an aggregate of 1,712,328 shares of MEDS Common Stock at $7.30 per share, which is comprised of (i) 136,441 shares of MEDS Common Stock, representing 19.99% of the total issued and outstanding MEDS Common Stock at Closing, and (ii) 15,759 shares issued as a new class of MEDS non-voting convertible preferred stock with a conversion ratio of 100 (the “Merger Consideration”).”

a. Except as expressly modified hereby, the Merger Agreement and all obligations thereunder shall remain unmodified and in full force and effect. To the extent any provisions of this Amendment are inconsistent with any provisions set forth in the Merger Agreement, the provisions of this Amendment shall govern and control.

b. The laws of the State of Delaware (without regard to conflicts of law) shall govern the validity, construction, enforcement, and interpretation of this Amendment.

c. Invalidation of any one section or provision of this Amendment by judgment or court order shall in no way affect any other section or provision thereof. Failure of any Party to this Amendment to insist on the full performance of any of its provisions by the other Party (or Parties) shall not constitute a waiver of such performance unless the Party failing to insist on full performance of the provision declares in writing signed by it that it is waiving such performance. A waiver of any breach under this Amendment by any Party, unless otherwise expressly declared in writing, shall not be a continuing waiver or waiver of any subsequent breach of the same or other provision of this Amendment.

d. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same instrument. In addition, properly executed, authorized signatures may be transmitted via facsimile, email in portable document format (.pdf), or other electronic transmission intended to preserve the original graphic appearance of a document and upon receipt shall constitute an original signature.

e. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby

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IN WITNESS WHEREOF, each Party has caused this Amendment to be signed and delivered by its respective duly authorized officer as of the date first written above.