EXHIBIT 10.1

TRXADE GROUP, Inc.

SUBSCRIPTION AGREEMENT

Restricted Common Stock at $1.50 per Share

1.

Subscription:

(a)

The undersigned (individually and/or collectively, the “ Participant ”) hereby applies to purchase shares of restricted Common Stock (the “ Shares ” or the “ Common Stock ”) of Trxade Group, Inc., a Delaware corporation (the “ Company ”), in accordance with the terms and conditions of: (1) this Subscription Agreement (the “ Subscription ”), which is attached as Exhibit B to the Company’s Confidential Private Placement Memorandum, dated September 2, 2014 (the “ Memorandum ”); (2) the Rights Agreement (the “ Rights Agreement ”), which attached to the Memorandum as Exhibit C , and (3) the Warrant Agreement (“ Warrant Agreement ”), attached hereto as Exhibit D.

(b)

Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following:

(i)

This Subscription;  

(ii)

The Certificate of Accredited Investor Status, attached hereto as Exhibit A ;

(iii)

The Rights Agreement, attached hereto as Exhibit C ;

(iv)

The Warrant Agreement, attached hereto as Exhibit D , to purchase twenty-five percent (25%) of the total number of shares purchased under 1(b)(v) below, and

(v)

The Participant’s check in the amount of $__________ in exchange for ______________ Shares purchased, or wire transfer sent according to the Company’s instructions.

(c)

This Subscription is irrevocable by the Participant.

(d)

This Subscription is not transferable or assignable by the Participant.

(e)

This Subscription may be rejected in whole or in part by the Company in its sole discretion prior to the Closing Date (as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company).  Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company.  In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate.

(f)

The Company not engaged a placement agent for his Offering.  

(g)

This Offering, as defined in the Memorandum, is scheduled to close  no later than September 30, 2014 at 5:00 P.M. Eastern Standard Time (the “ Closing Date ”), provided, however , that the Company, at its sole election, may extend this offering up to an additional ninety (90) days.  The target offering is for up to 2,000,000 shares of Common Stock, but this offering has no prescribed minimum amount and the Company may accept lessor amounts from investors or have multiple closings of this offering, or subsequent closings of the same offering past the Closing Date.

(h)

As described above, and in the Warrant Agreement, attached hereto as Exhibit D , Participant shall receive a Warrant to purchase shares of Common Stock of the Company totaling twenty-five percent (25%) of the total Shares purchased by Participant.  These shares shall have a five (5) year term and an exercise price of one cent ($0.01), pursuant to the terms and conditions of the Warrant Agreement.

___________		Subscription Agreement
Participant’s Initials	1	Trxade Group, Inc.

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2.

Representations by Participant.  In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:

(a)

Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum and the Rights Agreement.  Participant has reviewed the Memorandum and the Rights Agreement, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof.  Participants also acknowledges that Participant has made the decision to invest in the Shares solely on the basis of the Memorandum and publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (the “ Public Information ”), and the such Public Information and Memorandum currently contain only limited financial data about the Company.  Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, Public Information and the Rights Agreement, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers, financial projections or anticipated operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.

(b)

Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.

(c)

The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately re-sell the Shares.  No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.

(d)

Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein.  

(e)

Other than the rights specifically set forth in this Subscription and the Rights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “ Company’s Officers ”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.

(f)

Participant represents that Participant meets the criteria for participation because: (i) Participant has a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests.

(g)

Participant represents that Participant is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A .

(h)

Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan.  Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.

(i)

Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.

___________		Subscription Agreement
Participant’s Initials	2	Trxade Group, Inc.

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(j)

Further, Participant is aware that the Company was previously a shell company, and therefore the exemption offered pursuant to Rule 144 is not currently available.  Notwithstanding the foregoing, however, Participant is aware that because the Company has filed current "Form 10 information" with the Securities and Exchange Commission reflecting its status as an entity that is no longer a shell company, if (i) the Company remains subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; and (ii) if the Company has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months; then the Shares issued in connection with this Offering may be sold subject to Rule 144 (and applicable holding periods) and other applicable securities laws after one year has elapsed from the date that the Company file D "Form 10 information" with the Securities and Exchange Commission.

(k)

Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.

(l)

Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company.  Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment.

(m)

All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.

(n)

Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

3.

Representations and Warranties by the Company.  The Company represents and warrants that:

(a)

Due Incorporation .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or financial condition of the Company.

(b)

Outstanding Stock .  All issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.

(c)

Authority; Enforceability .  This Subscription and the Rights Agreement delivered together with this Subscription or in connection herewith have been duly authorized, executed, and delivered by the Company and are valid and binding agreements, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Subscription and the Rights Agreement and to perform its obligations hereunder and under all other agreements entered into by the Company relating hereto.

___________		Subscription Agreement
Participant’s Initials	3	Trxade Group, Inc.

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(d)

No General Solicitation .  Neither the Company, nor any of its affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares.

4.

Agreement to Indemnify Company.  Participant hereby agrees to indemnify and hold harmless the Company, its principals, the Company’s officers, directors attorneys, and agents, from any and all damages, costs and expenses (including actual attorneys’ fees) which they may incur: (i) by reason of Participant’s failure to fulfill any of the terms and conditions of this Subscription; (ii) by reason of Participant’s breach of any of representations, warranties or agreements contained herein (including the Certificate of Accredited Investor Status); or (iii) with respect to any and all claims made by or involving any person, other than Participant personally, claiming any interest, right, title, power, or authority in respect to the Shares.  Participant further agrees and acknowledges that these indemnifications shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Shares.

5.

Subscription Binding on Heirs, etc.  This Subscription, upon acceptance by the Company, shall be binding upon the heirs, executors, administrators, successors and assigns of the Participant.  If the undersigned is more than one person, the obligations of the undersigned shall be joint and several and the representations and warranties shall be deemed to be made by and be binding on each such person and his or her heirs, executors, administrators, successors, and assigns.

6.

Execution Authorized.  If this Subscription is executed on behalf of a corporation, partnership, trust or other entity, the undersigned has been duly authorized and empowered to legally represent such entity and to execute this Subscription and all other instruments in connection with the Shares and the signature of the person is binding upon such entity.

7.

Adoption of Terms and Provisions.  The Participant hereby adopts, accepts and agrees to be bound by all the terms and provisions hereof.

8.

Governing Law and Arbitration.  Any action to enforce or interpret this Subscription, or to resolve disputes over this Agreement between the Company and the Participant, will be settled by arbitration in accordance with the rules of the American Arbitration Association. Arbitration will be the exclusive dispute resolution process, and arbitration will be a held in Tampa, Florida.  Any Party may commence arbitration by sending a written demand for arbitration to the other Parties. The demand will set forth the nature of the matter to be resolved by arbitration. The Company will select the place of arbitration. The substantive law of the state of Florida will be applied by the arbitrator to the resolution of the dispute. The Parties will share equally all initial costs of arbitration. The prevailing Party will be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator will be final, binding, and conclusive on all Parties. Judgment may be entered on any such decision in accordance with applicable law in any court having jurisdiction of it. The arbitrator (if permitted under applicable law) or the court may issue a writ of execution to enforce the arbitrator’s decision.  TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS SUBSCRIPTION, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

9.

Investor Information: (This must be consistent with the form of ownership selected below and the information provided in the Certificate of Accredited Investor Status ( Exhibit C , included herewith.)

Name (please print):
If entity named above,		By:
		Its:
Social Security or Taxpayer I.D. Number:

___________		Subscription Agreement
Participant’s Initials	4	Trxade Group, Inc.

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Business Address (including zip code):
Business Phone:
Residence Address (including zip code):
Email Address:
Residence Phone:

All communications to be sent to:

_____ Business or _____ Residence Address _____ Email

Please indicate below the form in which you will hold title to your interest in the Shares. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SHARES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Participants should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the Shares, because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the inves­tor's domicile and his or her particular personal circumstances.

_______ INDIVIDUAL OWNERSHIP (one signature required)

_______ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign)

_______ COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names)

_______ TENANTS IN COMMON (both or all parties must sign)

_______ GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign)

_______ LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign)

_______ LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a member authorized to sign)

_______ CORPORATION (fill out all documents in the name of the CORPORATION, by the President or other officer authorized to sign)

_______ TRUST (fill out all documents in the name of the TRUST, by the Trustee, and include a copy of the instrument creating the trust and any other documents necessary to show the investment by the Trustee is authorized.  The date of the trust must appear on the Notarial where indicated.)

___________		Subscription Agreement
Participant’s Initials	5	Trxade Group, Inc.

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Subject to acceptance by the Company, the undersigned has completed this Subscription Agreement to evidence his/her subscription for participation in the Shares of the Company, this _______ day of _____, 2014.

The Company has accepted this subscription this _____ day of _________________________

___________		Subscription Agreement
Participant’s Initials	6	Trxade Group, Inc.

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Exhibit A

CERTIFICATE OF ACCREDITED INVESTOR STATUS

Except as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “ Securities Act ”).  The undersigned has initialed the box below indicating the basis on which he is representing his status as an “accredited investor”:

_______ a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ Securities Exchange Act ”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

_______ a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

_______ an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

_______ a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, at the time of this purchase exceeds $1,000,000 (excluding the value of Participant’s primary residence);

_______ a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

_______ a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

_______ an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards; or

_______ an individual who is a director or executive officer of Trxade Group, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status effective as of __________________, 2014.

___________		Subscription Agreement
Participant’s Initials	7	Trxade Group, Inc.

EXHIBIT 10.2

TRXADE GROUP, INC.

INVESTMENT WARRANT AGREEMENT

THIS INVESTMENT WARRANT AGREEMENT (this "Agreement") is made and entered into as of _______________________, 2014 (the “Issuance Date”), between and among Trxade Group, Inc., a Delaware corporation (the “Company”) on one hand, and ___________________________ (the “Holder”) on the other hand.

R E C I T A L S

WHEREAS, the Company and Holder are parties to a Subscription Agreement, dated the date of this Agreement, attached hereto relating to the purchase of Common Stock of the Company by the Holder (the “Subscription Agreement”); and

WHEREAS, the Company has agreed to grant Holder warrants totaling twenty five percent (25%) of the total shares of Common Stock purchased under the Purchase Agreement and as provided in this Agreement as additional consideration in connection with the Purchase Agreement and related documents referenced therein; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

A G R E E M E N T

1.

Warrant Certificates .  The warrant certificates to be delivered pursuant to this Agreement (the "Warrant Certificates") shall be in the form set forth in Exhibit A attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement.

2.

Right to Exercise Warrants .  Each Warrant may be exercised from the date hereof until five (5) years after the Issuance Date (the "Expiration Date").  Each Warrant not exercised on or before the Expiration Date shall expire.  Each Warrant shall entitle its holder to purchase from the Company the number of shares of Common Stock indicated in the Warrant (each such share being an “Exercise Share) at the per share exercise price set forth on the warrant certificate, subject to adjustment as set forth below (the “Exercise Price”).  The Company shall not be required to issue fractional shares of Common Stock upon the exercise of the Warrants or to deliver Warrant Certificates which evidence fractional shares of capital stock.  In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of a Warrant, the Company shall round up to the nearest whole Share.  

3.

Mutilated or Missing Warrant Certificates .  In case any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed prior to the Expiration Date, the Company shall issue and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and in substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent right or interest.

4.

Reservation of Shares .  The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock, or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy its obligation to issue Exercise Shares upon exercise of Warrants, the full number of Exercise Shares deliverable upon the exercise of all outstanding Warrants.

The Company covenants that, upon payment of the applicable exercise price by the holder, all Exercise Shares issued upon exercise of Warrants will be validly issued, fully paid and non-assessable shares of Common Stock.

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5.

Rights of Holder .  The holder of a Warrant will not, by virtue of anything contained in this Agreement or otherwise, prior to exercise of the Warrant, be entitled to any right whatsoever, either in law or equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of the Company of any other matter.

6.

Certificates to Bear Legend .  The Warrants and the certificate or certificates therefore shall bear the following legend by which each holder shall be bound:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

The Exercise Shares and the certificate or certificates evidencing any such Exercise Shares shall bear the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

Certificates for Warrants or Exercise Shares, as the case may be, without such legend shall be issued if the Warrants or Exercise Shares are sold pursuant to an effective registration statement under the Act or if the Company has received an opinion from counsel reasonably satisfactory to counsel for the Company that the legend is no longer required under the Act.

7.

Adjustment of Number of Shares and Class of Capital Stock Purchasable .  The number of Exercise Shares and class of capital stock purchasable under each Warrant are subject to adjustment from time to time as set forth in this Section 7.

(a)

Adjustment for Change in Capital Stock .  If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares; or

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock;

then the number and classes of Exercise Shares purchasable upon exercise of each Warrant in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter exercised may receive the number and classes of shares of capital stock of the Company which such holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action.

For a dividend or distribution the adjustment shall become effective immediately after the record date for the dividend or distribution.  For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification.

2

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If after an adjustment the holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock.  After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Exercise Shares in this Agreement.  Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 7(a), a Warrant may only be exercised in full by payment of the entire Exercise Price in effect at the time of such exercise.

(b)

Consolidation, Merger or Sale of the Company.  If the Company is a party to a consolidation, merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Company's obligations under this Agreement.  Upon consummation of such transaction, the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Warrant immediately before the effective date of such transaction.  As a condition to the consummation of such transaction, the Company shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Warrant to, concurrently with the consummation of such transaction, assume the Company's obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 7.

8.

Successors .  All the covenants and provisions of this Agreement by or for the benefit of the Company or Holder shall bind and inure to the benefit of their respective successor and assigns hereunder.

9.

Counterparts .  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all proposes be deemed to be an original, and such counterparts shall together constitute by one and the same instrument.

10.

Notices .   All notices or other communications under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand or mailed by certified mail, postage prepaid, return receipt requested, addressed as follows:  if to the Company: Trxade Group, Inc., 17537 Darby Lane, Lutz, FL 33558.  Attn: Suren Ajjarapu, CEO, and if to Holder, at the address of listed on the signature page of this Agreement or the holder appearing on the books of the Company or the Company’s transfer agent, if any.

Either the Company, or the Holder of a Warrant may from time to time change the address to which notices to it are to be mailed hereunder by notice in accordance with the provisions of this Paragraph 10.

11.

Supplements and Amendments .   This Agreement may be supplemented, amended or modified only by the mutual consent of the parties.  No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by all parties to be charged.

12.

Severability . If for any reason any provision, paragraph or term of this Agreement is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and effect and all terms, provisions and paragraphs of this Agreement shall be deemed to be severable.

13.

Governing Law and Venue . This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and governed by the laws of the State of Florida applicable to instruments made and to be performed in Florida.  Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in Tampa, Florida, in accordance with the rules then in effect of the American Arbitration Association.  The arbitrator may grant injunctions or other equitable relief in such dispute or controversy.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court having jurisdiction; provided, however, that the arbitrator shall not have the power to alter or amend this Agreement.  

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14.

Headings . Paragraphs and subparagraph headings, used herein are included herein for convenience of reference only and shall not affect the construction of this Agreement nor constitute a part of this Agreement for any other purpose.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.

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EXHIBIT A

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

INVESTMENT WARRANT TO PURCHASE SHARES

OF COMMON STOCK OF

TRXADE GROUP, INC

Initial Number of Shares:  _______________

Initial Exercise Price:  $0.01 (subject to adjustment)

Date of Grant:  ____________, 2014

Expiration Date:  _____________, 2019

THIS CERTIFIES THAT, ____________________________, or any person or entity to whom the interest in this Warrant is lawfully transferred ("Holder") is entitled to purchase the above number (as adjusted pursuant to Section 4 hereof) of fully paid and non-assessable shares of the Common Stock (the "Shares") of Trxade Group, Inc., a Delaware corporation (the "Company), having an Exercise Price as set forth above, subject to the provisions and upon the terms and conditions set forth herein and in the Investment Warrant Agreement between the Company and the Holder above dated of even date herewith (the “Investment Warrant Agreement”). The exercise price, as adjusted from time to time as provided herein, is referred to as the "Exercise Price."

1.

Term .  The purchase right represented by this Warrant is exercisable, in whole or in part, at any time commencing on the Date of Grant and ending on the Expiration Date, after which time the Warrant shall be void.

2.

Method of Exercise; Payment; Issuance of New Warrant .  Subject to Section 1 hereof, the right to purchase Shares represented by this Warrant may be exercised by Holder, in whole or in part, for the total number of Shares remaining available for exercise by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company and by the payment to the Company, by check made payable to the Company drawn on a United States bank and for United States funds, or by delivery to the Company of evidence of cancellation of indebtedness of the Company to such Holder, of an amount equal to the then applicable Exercise Price per share multiplied by the number of Shares then being purchased.  In the event of any exercise of the purchase right represented by this Warrant, certificates for the Shares so purchased shall be promptly delivered to Holder and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be promptly delivered to Holder.

3.

Exercise Price .   The initial Exercise Price at which this Warrant may be exercised shall be ONE CENT ($0.01); provided however, the Exercise Price may be later adjusted after the issuance from time to time pursuant to Section 4 hereof.  The Company shall notify the holder of any change in the Exercise Price.  

4.

Reclassification, Reorganization, Consolidation or Merger .  In the case of any reclassification of the Shares, or any reorganization, consolidation or merger of the Company with or into another corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Shares), the Company, or such successor corporation, as the case may be, shall execute a new warrant providing that the Holder shall have the right to exercise such new warrant and upon such exercise to receive, in lieu of each Share theretofore issuable upon exercise of this Warrant, the number and kind of securities, money and property receivable upon such reclassification, reorganization, consolidation or merger by a holder of Shares for each Share.  Such new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4 including, without limitation, adjustments to the Exercise Price and to the number of Shares issuable upon exercise of this Warrant.  The provisions of this Section 4 shall similarly apply to successive reclassifications, reorganizations, consolidations or mergers.

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5.

Transferability and Negotiability of Warrant .  This Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions satisfactory to the Company, if reasonably requested by the Company, and representations that such transferee is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended).  Subject to the provisions of this Section 5, title to this Warrant may be transferred in the same manner as a negotiable instrument transferable by endorsement and delivery.

6.

Right to Convert Warrant into Stock; Non-Cash Net Exercise .

(a)

Right to Convert .  In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right to convert this Warrant or any portion thereof, (the “Net Exercise Right”) into shares of Common Stock as provided in this Section 6 at any time or from time to time during the term of this Warrant.  Upon exercise of the Net Exercise Right with respect to a particular number of shares of Common Stock subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) (X) that number of fully paid and nonassessable shares of Common Stock equal to the (Y) Converted Warrant Shares multiplied by the quotient obtained by dividing the result of (B) Common Stock Value of one share of Common Stock less (A) the Warrant Exercise Price per share by (B) the Common Stock Value of one share of Common Stock all on the Conversion Date (as herein defined).

Expressed as a formula such conversion shall be computed as follows:

X =	(B – A)	Y
	B

Where:

X  =  the number of shares of Common Stock that may be issued to holder

Y  =  the number of shares of Common Stock that are being surrendered pursuant to this Net Exercise Right (i.e., the Converted Warrant Shares)

A  =  the Warrant Exercise Price per share

B  =  the Common Stock Value of one share of Common Stock

No fractional shares shall be issuable upon exercise of the Net Exercise Right, and, if the number of shares of Common Stock issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall round up to the nearest whole share of Common Stock.  For purposes of this Section 6, shares issued pursuant to the Net Exercise Right shall be treated as if they were issued upon the exercise of this Warrant.

(b)

Method of Exercise .  The Net Exercise Right may be exercised by the Holder by the surrender of this Warrant at the principal office of the Company together with the notice of exercise substantially in the form attached hereto duly completed and executed, specifying that the Holder thereby intends to exercise the Net Exercise Right and indicating the number of shares subject to this Warrant which are being surrendered (referred to in Section 6(a) hereof as the Converted Warrant Shares) in exercise of the Net Exercise Right.  Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (the “Conversion Date”).

(c)

Determination of Common Stock Value .  For purposes of this Section 6, “fair market value” of one share of Common Stock shall be: (i) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Conversion Date; (ii) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar exchange or association, the thirty day average closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other exchange or association on the last trading day prior to the Conversion Date or, if no such closing sale price is available, the 30 day average of the high bid and the low asked price quoted thereon on the last trading day prior to the Conversion Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other exchange or association, the fair market value of one share of Common Stock as of the Conversion Date, shall be determined in good faith by the Board of Directors of the Company.

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7.

Investment Intent; Accredited Investor .  Holder represents and warrants to the Company that Holder is acquiring this Warrant for investment purposes and with no present intention of distributing or reselling the Warrant or any of the Shares issueable upon exercise of the Warrant.  Holder represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”), and at the time that the Holder seeks to exercise all or a portion of this Warrant will execute and deliver to the Company the Investment Representation Statement that accompanies this Agreement.

8.

Miscellaneous . The Company covenants that it will reserve and keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of Shares to permit the exercise hereof in full.  Such Shares, when issued in compliance with the provisions of this Warrant and the Company’s Certificate of Incorporation, will be duly authorized, validly issued, fully paid and non-assessable.  No Holder of this Warrant, as such, shall, prior to the exercise of this Warrant, be entitled to vote or receive dividends or be deemed to be a stockholder of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon Holder, as such, any rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action, receive notice of meetings, receive dividends or subscription rights, or otherwise.  Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like date and tenor.  The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the Holder hereof and their respective successors and assigns.

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NOTICE OF EXERCISE

TO:

TRXADE GROUP, INC.

1.

The undersigned hereby elects to purchase _________ shares of the Common Stock of TRXADE GROUP, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, together with all applicable transfer taxes, if any; OR

The undersigned hereby elects to elects to exercise its net issuance rights pursuant to Section 6 of the attached Warrant with respect to __________ shares Common Stock.

2.

Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below:

	Name:
	Tax ID:
	Address:
	Signed:
	Date:

8

EXHIBIT 10.3

TRXADE GROUP, INC.

COMMON STOCK

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of ______________________, by and between Trxade Group, Inc., a Delaware corporation (the “ Company ”) and the INVESTOR executing a copy hereof (“ Investor ”).

WHEREAS, The Investor is a party to a Subscription Agreement to purchase shares of Common Stock of the Company (“ Common Stock ”) referred to herein as the “ Subscription Agreement ” and in connection therewith the Investor and the Company execute and deliver this Agreement.

WHEREAS, the Company has agreed to undertake to use its commercially reasonable efforts to register the Common Stock held by Investors under the terms set forth herein.

NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

1.

Certain Definitions .  As used in this Agreement, the following terms shall have the following respective meanings:

“ Common Stock ” shall mean the shares of Common Stock issued pursuant to the Subscription Agreement.

“ Commission ” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Final Closing Date ” shall mean the final closing date of the sale of Common Stock in the offering to Investors pursuant to the Subscription Agreement.

 “ Holdback Period ” shall mean the period commencing on the day on which the IPO shall be consummated and ending on (i) the date which is 180 days thereafter or (ii) such earlier date as shall have been agreed between the underwriter of the IPO, if any, the Company and the placement agent (if any), acting on behalf of the Investors pursuant to Section 4 hereof.  For clarification and without limitation, an IPO for purposes of the Holdback Period shall not include any subsequent private investment offering by the Company (a “ P.I.P.E. Offering ”) of the Company’s securities.

“ Holder ” or “ Holders ” shall mean any Person or Persons to whom Registrable Securities were originally issued or qualifying transferees under this Agreement who hold Registrable Securities.

 “ IPO ” shall mean the initial public offering of the Company’s securities or the sale of Company’s securities at a price per share equal to or exceeding $5.00 per share (as adjusted for any stock splits, dividends, combinations and the like with respect to such shares) with the aggregate proceeds to the Company (after deducting underwriting fees) equal to or exceeding $20,000,0000 pursuant to a registration statement under the Securities Act, in each case while the Company is a publicly reporting company under the Securities and Exchange Act of 1934, as amended and the Company’s Common Stock is traded on national exchange listed for trading such as New York Stock Exchange, Nasdaq or AMEX or any affiliate of the New York Stock Exchange, Nasdaq or NYSE AMEX (for clarification, the OTC bulletin board is not a national exchange).  For clarification and without limitation, IPO shall not include securities issued pursuant to (i) a registration statement relating solely to employee stock option or purchase plans; (ii) a registration statement on Form S-4 relating solely to an SEC Rule 145 transaction; (iii) a registration statement filed in connection with (A) the issuance of securities pursuant to a merger, or (B) any P.I.P.E. Offering of the Company’s securities.

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“ Liquidity Event ” shall mean (i) the effectiveness of the IPO, (ii) any merger, consolidation or business combination of the Company with any other entity Company or an affiliate of the Company and pursuant to which the Company is not the surviving entity, (iii) any sale of all or substantially all of the assets of the Company, or (iii) any bona fide offer by the Company or a third party, approved by the Company’s Board of Directors, to purchase, at a price not less than fair market value, all or substantially all of the securities of the Company.

“ Public Sale ” shall mean any sale of securities to the public pursuant to (i) an offering registered under the Securities Act or (ii) the provisions of Rule 144 (or any similar rule or rules then in effect) under the Securities Act.

“ Register ,” “ registered ” and “ registration ” shall mean a registration effected by preparing and filing a registration statement or statements or similar documents in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document by the Commission.

“ Registrable Securities ” shall mean (i) shares of Common Stock issued to Investors pursuant to the Subscription Agreement, and (ii) shares of Common Stock issued upon conversion of shares of other forms of Preferred Stock of the Company pursuant to a written agreement, (iii) Common Stock issued with respect to or in any exchange for or in replacement of Common Stock referred to in (i) and (ii) hereof.  As to any particular shares of Common Stock constituting Registrable Securities, such shares shall cease to be Registrable Securities when they have been transferred in a Public Sale in a transaction such that all transfer restrictions and restrictive legends under the Securities Act with respect thereto are or may be removed upon consummation of such sale, or shares which have been sold in a private transaction in which the transferor’s rights under this Agreement are not validly assigned in accordance with this Agreement.

“ Requisite Period ” shall mean, (i) with respect to a firm commitment underwritten public offering, the period commencing on the effective date of the registration statement and ending on the date each underwriter has completed the distribution of all securities purchased by it, and, (ii) with respect to any other registration, the period commencing on the effective date of the registration statement and ending on the earlier of the date on which the sale of all Registrable Securities covered thereby is completed or 180 days after such effective date.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar federal statue, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the applicable time.

“ Shareholders ” shall mean the Investors.

2.

Piggyback Registration.  

(a)

If the Company at any time (other than pursuant to Section 3 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to the IPO, and/or registration statements on Forms S-4 or S-8 and any similar successor forms) (a “ Piggyback Registration ”), each such time it will give prompt written notice to such effect to all Holders at least thirty (30) days prior to such filing.  Upon the written request of any such Holder, received by the Company  within twenty (20) days after the giving of any such notice by the Company, to register any of its Registrable Securities, the Company  will, subject to Section 2(b) below, cause all Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder of such Registrable Securities so registered.  Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the Holders.

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(b)

In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Registrable Securities and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and/or other securities requested to be included in such offering exceeds the number of shares which can be sold in an orderly manner in such offering within a price range acceptable to the Company  without adversely affecting the marketability of the offering, then the Company  will include in such registration (i) first, the securities the Company  proposes to sell; (ii) second, the Registrable Securities and/or other securities requested to be included in such registration, pro rata from among the Holders  according to the number of Registrable Securities held by such Holders; and (iii) third to other shareholders requesting registration pro rata.  Notwithstanding the foregoing, however, the number of Registrable Securities to be included in such registration and underwriting under this Section 2(b) shall not be reduced to less than thirty percent (30%) of the aggregate securities requested to be included by the Holders in such registration without prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting.

(c)

The right of the holders of Registrable Securities to have their securities registered in a Piggyback Registration shall terminate at the earlier of (i) three (3) years following the consummation of the offering detailed in the Subscription Agreement, or (ii) as to any Investor, such earlier time at which any Registrable Securities held by such Investor (together with any affiliate of the Investor with whom such Investor must aggregate its sales under Rule 144) can be sold without registration in compliance with Rule 144 of the Securities Act.

3.

Registration on Form S-3.  

(a)

In addition to the rights under Section 2 hereof, if at any time (i) a Holder or Holders of at least 20% of the total Registrable Securities then outstanding request(s) that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Securities held by such requesting holder or holders, where the reasonably anticipated aggregate price to the public of this public offering would exceed $10,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such Registrable Securities, then the Company  shall use commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, the number of Registrable Securities specified in such notice; provided, however, that the Company  shall not be required to effect a registration pursuant to this Section 3:

(i)

at any time prior to six months following the effective date of a registration statement for the offering of its securities effected under Section 2;

(ii)

in any particular jurisdiction in which the Company would be required to execute a general consent to service of process unless it is already subject to service in such jurisdiction and except as required by the Securities Act;

(iii)

if the Company , within ten (10) days of the receipt of the request of such Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities);

(iv)

if the Company  furnishes to such Holders a certificate signed by the Company’s  Chief Executive Officer stating that in the good faith judgment of the Company’s  Board of Directors, as the case may be, it would be seriously detrimental to the Company  and its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company  shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after the furnishing of such a certificate of deferral; provided, however, that this right may be exercised only once in any twelve (12) month period; or

(v)

after the Company  has effected two (2) such registration statements pursuant to this Section 3.

(b)

The right of the holders of Registrable Securities to have their securities registered on Form S-3 under this Section 3 shall terminate at the earlier of (i) three (3) years following the consummation of the offering detailed in the Subscription Agreement, or (ii) as to any Investor, such earlier time at which any Registrable Securities held by such Investor (together with any affiliate of the Investor with whom such Investor must aggregate its sales under Rule 144) can be sold without registration in compliance with Rule 144 of the Securities Act.  

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4.

Holdback Agreement; Power of Attorney.

(a)

In connection with the IPO or any registration of Registrable Securities in connection with an underwritten public offering, the holders of Registrable Securities agree, if so requested by the underwriter or underwriters, not to effect any Public Sale or distribution (including any sale pursuant to Rule 144 under the Securities Act) of any Registrable Securities, and not to effect any such Public Sale or distribution of any other equity security of the Company  or of any security convertible into or exchangeable or exercisable for any equity security of the Company  (in each case, other than as part of such underwritten public offering) during (i) the 10 days prior to the commencement of and during the Holdback Period with respect to the IPO and (ii) the seven days prior to and the 120 days following the effective date of the registration statement (other than a registration statement on Form S-4 or S-8) with respect to such other underwritten public offering if the holders of Registrable Securities were afforded the opportunity to include all of their Registrable Securities therein pursuant to Section 2.

(b)

Each Investor hereby irrevocably appoints the Company (and all officers designated by the Company) (“ Attorney ”) to act as his or its true and lawful agents and attorneys-in-fact, with full power of substitution, (i) to negotiate with the Company  and the managing underwriter(s) for the IPO the terms and conditions of the holdback agreements of the Investors and any other restrictions on the right of such Investor to sell his or its shares of Registrable Securities which shall be imposed by the managing underwriter(s) for such offering (including, without limitation, the length of the Holdback Period, and the other rights of such Investor to sell his or its Registrable Securities), (ii) to negotiate with the Company and any third party the terms and conditions of any agreements affecting the rights of such Investor under this Agreement in connection with any other Liquidity Event and (iii) to execute and deliver any and all documents, agreements and instruments and to take any and all actions, in the name of and on behalf of such Investor, as may be necessary or appropriate to effectuate the foregoing on such terms and conditions as the Attorney approves in good faith his –commercially reasonable judgment.  No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from the holder of Registrable Securities as to the authority of Attorney to take any action or actions described above, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein,.  The Power of Attorney granted hereby is coupled with an interest, and may not be revoked or canceled by an Investor without Attorney’s written consent.  The Investor hereby ratifies, to the extent permitted by law, all that said Attorney shall lawfully do or cause to be done by virtue hereof.

5.

Registration Procedures.  If and whenever the Company  is required by the provisions hereof to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act, the Company  will, subject to the foregoing, as expeditiously as possible:

(a)

prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the intended method of disposition set forth in such registration statement for such period;

(b)

furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the Registrable Securities covered by such registration statement;

(c)

use commercially reasonable efforts () to register or qualify the Registrable Securities covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, () to prepare and file in those jurisdictions such amendments (including post effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and () to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided, that the Company  shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

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(d)

use commercially reasonable efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company  is then listed;

(e)

immediately notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company  has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly amend or supplement such registration statement to correct any such untrue statement or omission;

(f)

notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, obtain the lifting thereof at the earliest possible time;

(g)

permit a single firm of counsel designated as selling shareholders' counsel by the holders of a majority in interest of the Registrable Securities and all other securities being registered (“ Shareholders Counsel ”) to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing ( provided , however , that in no event shall the Company  be required to reimburse legal fees in excess of $20,000 per registration statement pursuant to this Section 5(g));

(h)

make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a 12-month period beginning not later than the first day of the Company’s  next fiscal quarter following the effective date of the registration statement;

(i)

if the offering is an underwritten offering, the Company will enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company’s  size and investment stature, including, without limitation, customary holdback, indemnification and contribution provisions;

(j)

if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration:  (i) a copy of an opinion dated such date of counsel representing the Company  for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and (A) that to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) that the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other effects as are customarily the subject of opinions of issuer’s counsel provided to underwriters in underwritten public offerings and are reasonably requested by counsel for the underwriters and (ii) to the extent available without unreasonable expense from the Company’s  accounting firm, a copy of a letter dated such date from the independent public accountants retained by the Company  , addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company   included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

(k)

make available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company , and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

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(l)

provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement;

(m)

take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Investors or any underwriters may reasonably request; and

(n)

It shall be a condition precedent to the obligations of the Company  to take any action in connection with each registration subject to this Agreement, that the sellers of Registrable Securities furnish to the Company  in a timely manner in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

6.

Expenses.  All expenses incurred by the Company  in complying with Sections 2 and 3, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the National Association of Securities Dealers, Inc., fees of transfer agents and registrars, costs of insurance and fees and disbursements of one counsel for the sellers of Registrable Securities and all other securities being registered, but excluding any Selling Expenses, are called “ Registration Expenses .”  All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “ Selling Expenses .”

The Company will pay all Registration Expenses in connection with each registration statement filed hereunder.  All Selling Expenses in connection with each registration statement shall be borne by the participating sellers in proportion to the number of Registrable Securities sold by each or as they may otherwise agree.

7.

Indemnification and Contribution.  

(a)

In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold harmless and pay and reimburse each seller of such Registrable Securities thereunder, each underwriter of Registrable Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, from and against, and pay or reimburse them for, any losses, claims, expenses, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant hereto, any preliminary prospectus (unless superseded by a final prospectus) or final prospectus contained therein, or any amendment or supplement thereof, or (ii) the omission or alleged omission to state in any such registration statement a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or any state securities or blue sky laws applicable to the Company and relating to action or inaction required by the Company in connection with the offering of Registrable Securities and specifically will reimburse each such seller, each underwriter and each such controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided , that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus; and provided , further , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such registration statement or prospectus, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the registration statement or prospectus and such seller or such controlling person thereafter fails to deliver or cause to be delivered such registration statement or prospectus as so amended or supplemented prior to or concurrently with the Registrable Securities to the person asserting such loss, claim, damage or liability (or action in respect thereof) or expense after the Company has furnished such seller or such controlling person with the same.

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(b)

In the event of a registration of any of the Registrable Securities under the Securities Act pursuant hereto, each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company and each underwriter and each person who controls any underwriter within the meaning of the Securities Act from and against all losses, claims, expenses, damages or liabilities, joint or several, to which the Company  or such officer, director, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant hereto, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, manager, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided , that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller furnished in writing to the Company  by such seller specifically for use in such registration statement or prospectus; and provided, further , that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the proceeds received by such seller from the sale of Registrable Securities covered by such registration statement.  Notwithstanding the foregoing, the indemnity provided in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of such indemnified party, which shall not be unreasonably withheld.

(c)

Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action or claim, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 7 and shall only relieve it from any liability which it may have to such indemnified party under this Section 7 if and to the extent the indemnifying party is materially prejudiced by such omission.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 7 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

(d)

In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 7, then, and in each such case, the Company  and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company  is responsible for the remaining portion; provided , that, in any such case, (A) no such holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered by it pursuant to such registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

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8.

Changes in Capital Stock.  If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the capital stock as so changed.

9.

Rule 144 Reporting.  With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, the Company agrees to:

(a)

make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act;

(b)

file with the Commission in a timely manner all reports and other documents required of the Company  under the Securities Act and the Exchange Act; and

(c)

furnish to each holder of Registrable Securities forthwith upon request a written statement by the Company  as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company , and such other reports and documents so filed by the Company  as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Securities without registration.

10.

Event of Election.  In the event that the Company fails to fulfill its registration responsibilities pursuant to Sections 2 or 3 of this Agreement, the Holders shall have all rights and remedies available to them at law or equity.

11.

Representations and Warranties of the Company.  The Company represents and warrants to the Shareholders as follows:

(a)

The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the certificate of formation or operating agreement of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or its subsidiaries.

(b)

This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms.

12.

Assignment of Registration Rights.  The rights to cause or have the Company register Registrable Securities pursuant to this Agreement may be assigned by the Shareholders to transferees or assignees of such securities; provided , that: (a) there is transferred to such transferee not less than twenty thousand (20,000) shares of Registrable Securities, appropriately adjusted for any stock splits, stock dividends, reverse splits and similar events; (b) the Company  is, within reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and such transferee shall agree to be subject to all the restrictions set forth in this Agreement; and (c) an opinion of counsel is provided by the Shareholder, satisfactory to the Company , to the effect that such disposition will not require registration of such Securities or Registrable Securities under the Securities Act.  The term “ Investors ” as used in this Agreement shall include such transferees or permitted assignees.

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13.

Miscellaneous.

(a)

All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Registrable Securities), whether so expressed or not.

(b)

All notices, requests, consents and other communi­cations hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed () if to the Company, Trxade Group, Inc. 17537 Darby Lane Lutz, Florida 33558, Attention: Suren Ajjarapu, CEO; () if to Investors, at the address of such party  as set forth beneath such party's signature hereto or as set forth in the records of the Company (in the case of existing holders of Company securities); () if to any subsequent holder of Registrable Securities, to it at such address as may have been furnished to the Company in writing by such holder; or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Registrable Securities) or to the holders of Registrable Securities (in the case of the Company) in accordance with the provisions of this paragraph;.

(c)

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts entered into and to be performed wholly within said State.

(d)

This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and governed by the laws of the State of Florida applicable to instruments made and to be performed in Florida.  Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in Tampa, Florida, in accordance with the rules then in effect of the American Arbitration Association.  The arbitrator may grant injunctions or other equitable relief in such dispute or controversy.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court having jurisdiction; provided, however, that the arbitrator shall not have the power to alter or amend this Agreement.

(e)

Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the holders holding not less than a majority of the Registrable Securities; provided , however , that Investors purchasing shares of Common Stock or any other form of Preferred Stock of the Company after the execution date hereof may become parties to this Agreement, by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other holder.  Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each holder and each future holder of all such securities of holder.  

(f)

Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.  No waiver shall be effective unless and until it is in writing and signed by the party granting the waiver.

(g)

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h)

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

TRXADE GROUP, INC.

By:

/s/ Suren Ajjarapu

Suren Ajjarapu, CEO

INVESTOR
Name:
Address:
Email:
Fax:
Tax ID No.:

SIGNATURE PAGE TO TRXADE COMMON STOCK REGISTRATION RIGHTS AGREEMENT

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