0001193125-11-210444 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 4th, 2011 • New Atlantic Venture Fund Iii L P • Retail-drug stores and proprietary stores • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2011 between HEALTHWAREHOUSE.COM, INC., a Delaware corporation (the “Company”), and John Backus (“Indemnitee”).

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HEALTHWAREHOUSE.COM, INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 4th, 2011 • New Atlantic Venture Fund Iii L P • Retail-drug stores and proprietary stores • Delaware

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 3rd day of August, 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 hereinafter as the “Investors” and each individually as an “Investor).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 4th, 2011 • New Atlantic Venture Fund Iii L P • Retail-drug stores and proprietary stores • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 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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