HEALTHWAREHOUSE.COM, INC. CONVERTIBLE NOTE AND WARRANTS TO PURCHASE COMMON STOCK SUBSCRIPTION AGREEMENTConvertible Note and Warrants Subscription Agreement • April 15th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Florida
This Agreement, dated as of __________, 2009, is made and entered into between HealthWarehouse.com, Inc., a Delaware corporation (the “Company”), and Alan and Lauren Peller, joint tenants by the entirety (together, the “Investor”). This Agreement is entered into in contemplation of the consummation of a share exchange transaction (the “Exchange Transaction”) as a result of which (i) the Company will become a wholly-owned subsidiary of a publicly-traded shell company (“Pubco”), and (ii) the outstanding shares of capital stock of the Company will be exchanged for outstanding shares of common stock of Pubco (the “Post-Exchange Common Stock”). It is contemplated that as a result of the Exchange Transaction, the former stockholders of the Company will own approximately 85% of Pubco’s Post-Exchange Common Stock on a fully-diluted basis (and including the shares which may be issued to the Investor pursuant to the “Securities” as hereafter defined). This Agreement sets forth the terms under wh
HEALTHWAREHOUSE.COM, INC. INCENTIVE STOCK OPTION AGREEMENT FORIncentive Stock Option Agreement • April 15th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Delaware
HEALTHWAREHOUSE.COM, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FORNon-Qualified Stock Option Agreement • April 15th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Delaware
HEALTHWAREHOUSE.COM, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 15th, 2010 • HealthWarehouse.com, Inc. • Retail-drug stores and proprietary stores • Ohio
This Agreement, dated as of April __, 2009, is made and entered into between HealthWarehouse.com, Inc., a Delaware corporation (the “Company”), and [___________________] (the “Investor”). This Agreement is entered into in contemplation of the consummation of a share exchange transaction (the “Exchange Transaction”) as a result of which (i) the Company will become a wholly-owned subsidiary of a publicly-traded shell company (“Pubco”), and (ii) the outstanding shares of capital stock of the Company will be exchanged for outstanding shares of common stock of Pubco (the “Post-Exchange Common Stock”). It is contemplated that as a result of the Exchange Transaction, the former stockholders of the Company will own approximately 85% of Pubco’s Post-Exchange Common Stock on a fully-diluted basis (and including the shares which may be issued to the Investor pursuant to the “Securities” as hereafter defined). This Agreement sets forth the terms under which the Investor will purchase from the Comp
