Frontera 8K Entry into a Material Definitive Agreement | FRTG 23 Aug 22

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is entered into as of [ ],

2022, (the “Effective Date”) by and between Frontera Group Inc., a Nevada corporation (the

“Company”) and Long Side Ventures, LLC, a Florida limited liability company, (the

“Consultant”).

WHEREAS, the Company desires to engage Consultant to provide certain Services (as

defined in Section 3 below) for compensation, and Consultant desires to provide the Services to

the Company, upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained

herein, and for other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, the parties hereto hereby agree as follows:

Engagement. The Company hereby engages Consultant to provide the Services during

the Term (as defined below), and Consultant hereby accepts such engagement to provide

the Services during the Term (the “Engagement”).

Term of Engagement; Termination.

Term. The Engagement shall commence on the Effective Date and shall terminate

on the five-month anniversary thereof, unless earlier terminated in accordance with Section

2(b) below (the “Term”).

Termination. This Agreement may be terminated by Consultant or the Company

at any time upon thirty (30) days prior written notice of such termination to the other party.

Effect of Termination. In the event of a termination of this Agreement, (i)

Consultant shall remain entitled to receive all of the Consulting Shares (as defined in

Section 5) and (ii) the Company shall reimburse Consultant for all expenses previously

approved by the Company and incurred by Consultant in connection with Consultant’s

Engagement.

Services to be Provided by Consultant. During the Term, Consultant shall provide

services to the Company as set forth on Exhibit A, as well as any other services that are

mutually agreed between the parties hereto (collectively, the “Services”). The parties

hereto acknowledge and agree that the Services to be provided are in the nature of advisory

services only, and Consultant shall have no responsibility or obligation for execution of the

Company’s business or any aspect thereof nor shall Consultant have any ability to obligate

or bind the Company in any respect. Consultant shall have control over the time, method

and manner of performing the Services. Consultant shall render such services as are from

time to time requested by the Company’s management. The Parties acknowledge and agree

that Consultant is not a Registered Broker-Dealer and that Consultant shall not participate

and shall have no obligation to participate in any actions that would require the Consultant

to be registered as a broker-dealer or a registered representative of a broker-dealer.

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Company Obligations. The Parties agree that throughout the term of this Agreement, the

Company shall, at its sole expense, cooperate and deliver all documents and information

to Consultant, as reasonably requested by Consultant, without unreasonable delay so as to

allow Consultant to render the services provided in this Agreement.

a. The Parties acknowledge and agree that during the term of this Agreement: (a)

Consultant shall have the right, in its sole discretion, to determine the suitability

and form of services to be render to the Company; (b) the Company shall assume

and at all times retain an obligation to provide timely, accurate, and complete

information and documents to Consultant, as reasonably requested by Consultant;

and (c) Consultant’s obligations under this Agreement are, at all times, subject to

the Company’s delivery of documents to Consultant that are, at the time of delivery,

timely, accurate, and complete. In the event that the Company fails to fulfill its

obligations under this Section 4.a, such failure shall be considered a material

breach of this Agreement.

b. The Parties agree that the Company shall be solely responsible for the accuracy and

completeness of the information, documents (including, but not limited to,

information, memoranda, press releases, public announcements, and other similar

statements) that the Company issues or delivers, directly or indirectly, to Consultant

and all other third parties regarding the Company, its affairs, plans, or future

prospects and the representations contain in any of them (the “Company’s

Statements”). At all times during the term of this Agreement, the Company shall,

upon reasonable receipt of any request from Consultant, provide Consultant with

prompt written confirmation of the accuracy and completeness of the Company’s

Statements. Further, the Parties agree that Consultant’s sole responsibility is to

ensure that the statements and information it distributes or publishes is consistent

with the Company’s Statements; and

c. The Company will promptly review materials created and submitted by Consultant

and inform Consultant, in writing of any inaccuracies contained therein prior to the

distribution of said materials by Consultant to other parties.

Compensation. In consideration for the Services to be provided hereunder, Consultant

shall receive a consulting fee equal to $30,000 per month, payable in advance on a monthly

basis (the “Monthly Consulting Fee”) and due no later than the 5^th day of each month

during which services are to be provided. At the Consultant’s sole election, Consultant may

elect to receive payment of the Monthly Consulting Fee in shares of the Company’s

common stock if the Company has a then qualified offering pursuant to Regulation A (a

“Qualified Regulation A Offering”) and such shares are issued pursuant to such Qualified

Regulation A Offering. The number of shares issuable in payment thereof shall be

calculated by dividing the offering price of the Company’s common stock as set forth in

the Qualified Regulation A Offering by the Monthly Consulting Fee. If the Consultant

elects to be paid the Monthly Consulting Fee in shares instead of cash, the Consultant may

elect to accelerate the payment of the remaining amounts that could become due under this

Agreement and receive that number of shares equal to the aggregate amount of the Monthly

Consulting Fees remaining under this Agreement divided by the Regulation A offering

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Price. Notwithstanding the foregoing, the Company shall not issue a number of shares that

would cause the Consultant to own more than 9.9% of issued and standing shares of the

Company. In such case were the election by the Consultant would result in the issuance of

a number of shares in excess of 9.9% then the Company shall retain such number of

additional shares for issuance to the Consultant at such later date so that the Consultant

does not own more than 9.9% of the issued and outstanding shares of the Company.

a. Should there be a change in control (as defined below) of the Company prior to the

completion of this Agreement the total of the unpaid Monthly Consulting Fees shall

become immediately due and payable either in cash or in shares of Company

common stock issued pursuant to a Qualified Regulation A Offering.

b. For the purposes of this Section 5, “Change in Control” means:

i. any person or entity becoming the beneficial owner, directly or indirectly,

of securities of the Company representing forty (40%) percent of the total

voting power of all its then outstanding voting securities;

ii. a merger or consolidation of the Company in which its voting securities

immediately prior to the merger or consolidation do not represent, or are

not converted into securities that represent, a majority of the voting power

of all voting securities of the surviving entity immediately after the merger

or consolidation;

iii. a sale of substantially all the assets of the Company or a liquidation or

dissolution of the Company; or

iv. individuals who, as of the date of the signing of this Agreement, constitute

the Board of Directors (the “Incumbent Board”) cease for any reason to

constitute at least a majority of such Board; provided that any individual

who becomes a director of the Company subsequent to the date of the

signing of this Agreement, whose election, or nomination for election by

the Company stockholders, was approved by the vote of at least a majority

of the directors then in office shall be deemed a member of the Incumbent

Board.

Expenses. The Company shall reimburse Consultant for all reasonable expenses incurred

by Consultant in providing the Services hereunder no later than thirty (30) days after the

submission of an invoice evidencing such expenses in a form reasonably satisfactory to the

Company.

No Exclusivity. The Company hereby acknowledges and agrees that nothing in this

Agreement shall prohibit Consultant from continuing to provide services similar to the

Services to other companies or otherwise engaging in Consultant’s business activities.

Independent Contractor Status. It is understood and agreed that in the performance of

the Services hereunder, Consultant is acting as an independent contractor and not as an

agent or employee of, or partner, joint venturer or in any other relationship with, the

Company. Consultant acknowledges that no income, social security or other taxes will be

withheld or accrued by the Company, on Consultant’s behalf. Neither the Company nor

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Consultant has the authority to bind the other in any agreement without the prior written

consent of the entity to be bound.

Confidentiality. In connection with Consultant’s Engagement, it is contemplated that the

Company may supply Consultant with non-public or proprietary information concerning

the Company and its business and operations and affiliates relating to certain privileged

and confidential business, financial and technical matters that it would like Consultant to

evaluate or in relation to the provision of the Services (“Confidential Information”).

These disclosures will be given in strict secrecy and confidence and Consultant agrees to

use its best efforts to protect the integrity and confidentiality of the Proprietary Information.

As used herein, Confidential Information means any and all non-public data, ideas and

information, in whatever form, tangible or intangible, which is provided to Consultant by

the Company in connection with the Agreement.

10.

Publicity. No party hereto shall disclose the existence or terms of this Agreement to any

person or entity without the prior written consent of the other party hereto, except for the

Company’s obligation to report the terms of this Agreement in its filings with the SEC or

for the issuance of the shares pursuant to Section 5, above

11.

Legal Representation. Each party hereto acknowledges that it has been represented by

independent legal counsel in the preparation of the Agreement. Each party recognizes and

acknowledges that counsel to the Company has represented Consultant in connection with

various legal matters and each party waives any conflicts of interest or other allegations

that it has not been represented by its own counsel.

12.

Consultant Representations. In connection with the Consulting Shares to be acquired by

Consultant hereunder, Consultant represents and warrants to the Company that:

Consultant acknowledges that Consultant has been afforded the opportunity to ask

questions of and receive answers from duly authorized officers to other representatives of

the Company concerning an investment in the Consulting Shares, and any additional

information which Consultant has requested.

Consultant has had experience in investments in restricted and publicly traded

securities, and has had experience in investments in speculative securities and other

investments which involved the risk of loss of investment. Consultant acknowledges that

an investment in the Consulting Shares is speculative and involves the risk of loss.

Consultant has the requisite knowledge to assess the relative merits and risks of this

investment and Consultant can afford the risk of loss of his entire investment in the

Consulting Shares.

Consultant is an accredited investor, as that term is defined in Regulation D

promulgated under the Securities Act of 1933.

Consultant is acquiring the Consulting Shares for Consultant’s own account for

investment and not with a view toward resale or distribution thereof except in accordance

with applicable securities laws.

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13.

General Terms.

Any notice to be given hereunder by a party to any other party hereto may be

effectuated in writing by personal delivery, by mail, registered or certified, postage prepaid, with

return receipt requested, or by facsimile or other electronic transmission and addressed to such

party at the address set forth on the signature page below.

If any provision of this Agreement is determined by a court of competent

jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent

necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the

remainder of the Agreement shall continue in full force and effect.

All questions concerning the construction, validity, enforcement and interpretation

of this Agreement shall be governed by and construed and enforced in accordance with the laws

of the State of Florida, without regard to the principles of conflicts of law thereof. Each party

agrees that all legal proceedings concerning the interpretations and enforcement of this Agreement

(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,

employees or agents) shall be commenced exclusively in the state and federal courts sitting in the

City of Miami. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the

state and federal courts sitting in the City of Miami for the adjudication of any dispute hereunder

or in connection herewith or with respect to the enforcement of this Agreement, and hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court. Each party hereto hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or

proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such

party at the address in effect for notices to it under this Agreement and agrees that such service

shall constitute good and sufficient service of process and notice thereof.

This Agreement embodies the entire understanding of the parties hereto with

respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements,

arrangements or understandings with respect to the subject matter hereof, whether oral or written.

This Agreement may not be modified, and no except in a writing signed by the

parties hereto.

No term of this Agreement may be waived, except in a writing signed by the party

hereto entitled to the benefit of such term.

Each party hereto represents and agrees that such party is authorized to enter into

this Agreement and this Agreement constitutes a legal, valid and binding obligation of such party,

enforceable in accordance with its terms. This Agreement may not be assigned by any party.

This Agreement may be executed in one or more counterparts each of which shall

be deemed an original and all of which counterparts, taken together, shall constitute one and the

same Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year

first above written.

Long Side Ventures, LLC

Frontera Group, Inc.

By:

Name: Ben Kaplan

Name: Andrew De Luna

Title: Manager

Title: CEO

Address for Notice:

13005 Coronado LN

140-75 Ash Avenue

North Miami, FL 33181

Suite 2C

Flushing, NY 1135

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EXHIBIT A

Services

Long Side Ventures, LLC will provide the following services to Progressive Care, Inc. pursuant

to an executed consulting agreement:

1. Provide Strategic Advice on Capital Markets Strategies and uplisting to Nasdaq or other

National Market, and debt restructuring.

2. Introduce the Company to investment banks, underwriters, and specialists in uplisting.

3. Introduce potential Merger and Acquisitions candidates

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Frontera (FRTG) 8-KEntry into a Material Definitive Agreement