0001144204-11-058574 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 20th, 2011 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2011, 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”).

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HEALTHWAREHOUSE.COM, INC. SHARES OF COMMON STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • October 20th, 2011 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Ohio

This Agreement, dated as of _________________ __, 2011, is made and entered into between HealthWarehouse.com, Inc., a Delaware corporation (the “Company”), and _____________________________ (the “Investor”). This Agreement sets forth the terms under which the Investor will purchase from the Company ________________ shares of the Company’s $0.001 par value per share Common Stock (the “Shares” or the “Securities”) for a purchase price of $2.90 per share and an aggregate purchase price of $_________________________ (the “Purchase Price”) as set forth below.

AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 20th, 2011 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores

This Amendment No. 1 to Investor Rights Agreement (“Amendment”), is entered into as of October 17, 2011, by and among HealthWarehouse.Com, Inc., a Delaware corporation (the “Company”) and each of the persons and entities listed on Exhibit A hereto (referred to as the “Investors” and each individually as an “Investor”).

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