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Assignment And Assumption Agreement

Assignment and Assumption Agreement

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 This Assignment and Assumption Agreement involves

HEALTHWAREHOUSE.COM, INC. | Healthwarehousecom, Inc | HWH Lending, LLC, MILFAM I, LP | MILFAM LLC | MVI Partners, LLC

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Governing Law: Delaware     Date: 4/21/2016
Industry: Retail (Drugs)     Sector: Services

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This Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") is made and entered into as of April 20, 2016, by and among HWH Lending, LLC, MILFAM I, L.P., and David S. Oros and Marla T. Oros (each an "Assignor" and together the "Assignors"), and MVI Partners, LLC, an Ohio limited liability company ("Assignee"), and, Inc., a Delaware corporation (the "Company").




A.   The Assignors and the Assignee are parties to that certain Stock Purchase Agreement dated as of April 20, 2016 (the "Purchase Agreement"), pursuant to which Assignee has agreed to purchase certain shares of the Company's Series B Preferred Stock owned by each Assignor; and


B.   Pursuant to the Purchase Agreement, each Assignor has agreed to assign certain rights to Assignee, and Assignee has agreed to assume certain obligations of each Assignor, as set forth herein, and this Assignment and Assumption Agreement is contemplated by Sections 3 and 8 of the Purchase Agreement.




NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:


1.   Capitalized Terms . Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth in the Purchase Agreement.


2.   Assignment and Assumption . Effective as of the Closing, each Assignor, severally and not jointly, hereby assigns, transfers and sets over (each, an "Assignment") to Assignee all of such Assignor's right, title, benefit, privileges and interest in and to, and all of each Assignor's restrictions, obligations and liabilities in connection with, the Securities Purchase Agreement and the Investor Rights Agreement.  Assignee hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, restrictions, provisions and covenants of each Assignor to be observed, performed, or discharged from and after the Closing in connection with the Securities Purchase Agreement and the Investor Rights Agreement.


3.   Terms of the Purchase Agreement . Each Assignor and the Assignee acknowledges and agrees that the representations, warranties, covenants, and agreements contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.








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4.             Company Acknowledgment .  The Company acknowledges and agrees to the Assignment.  As of the Closing, the Company agrees that the Assignee is

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