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
