0001144204-10-059574 Sample Contracts

HEALTHWAREHOUSE.COM, INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 12th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Delaware

This Investor Rights Agreement (the “Agreement”) is entered into as of the 8th day of November, 2010, by and among HealthWarehouse.com, Inc., a Delaware corporation (the “Company”), each of the persons and entities listed on Exhibit A hereto (referred to hereinafter as the “Investors” and each individually as an “Investor).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 12th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of November 8, 2010, between Healthwarehouse.com, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • New York

This LOAN AND SECURITY AGREEMENT is dated as of November 9, 2010, by and between Healthwarehouse.com, Inc., a Delaware corporation (“Parent”), HWAREH.com, Inc., a Delaware corporation (“Subsidiary” and, with Parent, each a “Borrower” and collectively, the “Borrowers”), HWH Lending LLC, a Delaware limited liability company (“HWH”), and Milfam I L.P., a Georgia limited partnership (“MIL”) each as lender (“Lender” and collectively, the “Lenders”).

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