______________________________________________________________________________

PURCHASE AND SALE AGREEMENT

by and among

Gajan A. Mahendiran and Amudha Mahendiran,

as Buyer,

and

TRXADE GROUP, INC.,

as Seller

______________________________________________________________________________

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PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of December 31, 2016 (the “ Agreement Date ”), is entered into by and among Gajan A. Mahendiran and Amudha Mahendiran (collectively the “ Buyer ”), and TRXADE GROUP, INC., a Delaware corporation (“ Seller ”). Buyer and Seller are sometimes hereinafter referred to individually as a “ Party ” and collectively as the “ Parties .”

WHEREAS, Seller owns one hundred percent (100%) of all Ownership Interests (the “ Seller’s Equity Interest ”) in Westminster Pharmaceuticals, LLC, a Delaware limited liability company (“ Westminster ”), which is in the wholesale and private label pharmaceutical distribution business (the “ Business ”);

WHEREAS, Seller, Buyer and Westminster entered into a Convertible Promissory Note Purchase Agreement in October 2015, and as amended in June 2016 (the “ Note Purchase Agreement ”), together with multiple Note Agreements and various exhibits attached thereto (collectively, the “ Notes ”), for an aggregate principal amount of $1,500,000, as evidenced by a Note Purchase Agreement and Notes, copies of which are attached hereto as  Exhibit B  and made a part hereof; and together with together with certain warrant agreements to purchase an aggregate of 510,001 shares of Common Stock of the Parent at $0.01 per share, which have been exercised and are now issued and outstanding shares of Common Stock of Parent (the “ Issued Shares ”).

WHEREAS, subject to the terms and conditions hereof, Seller desires to sell to Buyer the Seller’s Equity Interest in Westminster and Buyer wishes to purchase such Seller’s Equity Interest from Seller.

NOW, THEREFORE, intending to be legally bound, and in consideration of the promises and the mutual representations, warranties, covenants and agreements contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1

Defined Terms . Capitalized terms used in this Agreement (including in the recitals hereto) without other definition shall have the meanings described on Exhibit A , unless the context clearly requires otherwise:

ARTICLE II

PURCHASE PRICE

2.1

Purchase Price . The aggregate consideration (the “ Purchase Price ”) that Buyer shall pay to Seller for the Seller’s Equity Interest shall be the following:

2.1.1

A cash payment in immediately available funds, of One Hundred Thousand Dollars ($100,000) due on the Settlement Date by Buyer to Seller;

2.1.2

The cancellation of an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) of principal outstanding senior secured debt of Westminster under the Note Purchase Agreement and Notes, together with all obligations, interest and rights associated therewith (the “ Loan Cancellation ”), loaned by Buyer to Westminster and Seller, listed hereto on Exhibit B , together with the Cancellation and Termination of Promissory Note Agreement, as attached as Exhibit C ; and

2.1.3

The issuance of a warrant to purchase One Million Five Hundred Thousand (1,500,000) shares of Common Stock of Seller at an exercise price of One Cent (US$0.01) per share, pursuant to the term and conditions of the Warrant Agreement, attached hereto as Exhibit D .

ARTICLE III

CLOSING; CONDITIONS PRECEDENT

3.1

Closing .

3.1.1

Time and Place of the Closing . Subject to the terms and conditions hereof, including Article 8 (Termination), the closing of the transactions contemplated by Article 2 (the “ Closing ”) shall take place on December 31, 2016, also referred to as the “ Closing Date ”).

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3.1.2

Actions at the Closing . At the Closing, the Parties (as applicable) shall take or cause to be taken the following actions (the “Closing Actions”):

3.1.2.1

Ownership of Equity Interests by Buyer . Upon receipt of the mutually executed Transaction Documents by Seller, the Buyer shall become the sole member of Westminster with the rights and obligations associated with the ownership of all Equity Interests in Westminster.

3.1.2.2

Additional Actions . The Parties shall execute and deliver, or cause to be executed and delivered, all other documents, and take such other actions, in each case as shall be reasonably requested by either Party as necessary or appropriate to consummate the transactions contemplated hereby, all in accordance with the provisions of this Agreement.

3.1.3

Conditions Precedent to Obligations of Buyer at the Closing . The obligation of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing, of the following conditions precedent, any of which may be waived by Buyer in its sole discretion:

3.1.3.1

Performance of Closing Actions . Seller shall have tendered performance of the Closing Actions applicable thereto.

3.1.3.2

Representations and Warranties . The representations and warranties made by Seller set forth in Article 4 shall be true and correct in all material respects as of the Agreement Date and the Closing Date (except that those representation or warranties which address matters only as of a particular date shall have been true and correct only on such date).

3.1.3.3

Resignations . Seller shall deliver to Buyer resignations of all of the managers and officers of Westminster appointed by Seller with such resignations to be effective upon payment by Buyer of the Purchase Price in accordance with Section 3.1.2.1 above.

3.1.4

Conditions Precedent to Obligations of Seller at Closing . The obligation of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction, prior to the Closing, of the following conditions precedent, any of which may be waived by Seller in its sole discretion:

3.1.4.1

Performance of Closing Actions . Buyer shall have tendered performance of the Closing Actions applicable thereto.

3.1.4.2

Representations and Warranties . The representations and warranties set forth in Article 5 shall be true and correct in all material respects as of the Agreement Date and the Closing Date (except to the extent a representation or warranty speaks specifically as of an earlier date, in which case as of such date).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

4.1

General Representations and Warranties Regarding Seller . The Seller represents and warrants to Buyer as of the Agreement Date and as of the Closing Date as follows:

4.1.1

Organization . Such Seller is a corporation organized, validly existing and in good standing under the Laws of the State of Delaware.

4.1.2

Authority and Power . Such Seller has the requisite corporate power and authority to enter into each of the Transaction Documents to which it is or will be a party (the “ Seller Transaction Documents ”), consummate each of the transactions and undertakings contemplated thereby, and perform all of the terms and conditions thereof to be performed by such Seller. The execution, delivery and performance of each Seller Transaction Document and the consummation of the transactions and undertakings contemplated thereby have been duly authorized by all requisite corporate action on the part of such Seller under its Charter Documents.

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4.1.3

Valid and Binding Obligations . Each Seller Transaction Document has been, or will be when executed and delivered, duly and validly executed and delivered by such Seller, and is, or will be when executed and delivered, enforceable against such Seller in accordance with the terms thereof, except as such enforceability may be limited or denied by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights and the enforcement of debtors’ obligations generally, and (b) general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law (the “ Enforceability Exceptions ”).

4.1.4

Approvals and Consents . Assuming the accuracy of the representations and warranties of Buyer set forth herein, such Seller is not, and such Seller will not be, required to give any notice, make any filing, or obtain any consent or approval (including Governmental Approvals and consents or approvals of any third party) to execute, deliver or perform any of the Seller Transaction Documents or to consummate the transactions contemplated thereby.

4.1.5

No Violations . The execution, delivery and performance by such Seller of each of the Seller Transaction Documents does not and will not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate the Charter Documents of such Seller; (b) violate or be in conflict with, or constitute a default under, any Contract to which such Seller is a party or by which any of such Seller’s properties or assets are or may be bound that, in any case, would materially adversely affect the ability of such Seller to perform any of its obligations under the Seller Transaction Documents; or (c) violate any applicable Law, order, judgment decree or consent that, in any case, would materially adversely affect the ability of such Seller to perform any of its obligations under the Seller Transaction Documents.

4.1.6

No Litigation . Other than as listed on Schedule 4.1.6 , there are no Actions pending or, to such Seller’s Knowledge, threatened against such Seller that would reasonably be expected to have a Material Adverse Effect on the ability of such Seller to perform its obligations under the Seller Transaction Documents or to consummate the transactions contemplated thereby.

4.1.7

Seller’s Equity Interest . Seller is the record and beneficial owner of and has good and marketable title to the Seller’s Equity Interest free and clear of all Liens, other than Permitted Encumbrances. The Seller’s Equity Interest constitutes one hundred percent (100%) of all Ownership Interests in Westminster. At Closing, Seller will cause to be transferred all of the Seller’s Equity Interest in Westminster to Buyer free and clear of all Liens, other than Permitted Encumbrances. Immediately after the Closing, Buyer shall own one hundred percent (100%) of the Equity Interests of Westminster.

4.1.8

Brokers . Neither Seller, nor any Affiliate of Seller, nor any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions, finder’s fees or other similar obligations in connection with the transactions provided for in the Transaction Documents. Neither Westminster nor any of its respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions, finder’s fees or other similar obligations in connection with the transactions provided for in the Transaction Documents.

4.2

Representations and Warranties Regarding Westminster and the Business . Seller represents and warrants to Buyer, with respect to Westminster and the Business, as follows (except as set forth in the Seller Disclosure Schedules):

4.2.1

Organization of Westminster . Westminster is organized, validly existing and in good standing under the laws of the State of Delaware. Westminster is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect. The Limited Liability Company Agreement of Westminster is attached hereto as Exhibit F .

4.2.2

Contracts . Schedule 4.2.2 contains a true, correct and complete list of all Material Contracts and all amendments and supplements thereto to which Westminster is a party or by which its assets are subject. True, correct and complete copies of all Material Contracts listed on Schedule 4.2.2 , including any amendments, have been delivered to either Buyer or its counsel prior to the Agreement Date.

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4.2.3

Capitalization . Seller is the record and beneficial owner of, and holds good and valid title to, the Equity Interests free and clear of all Liens, other than Permitted Encumbrances. The Equity Interests constitute One Hundred percent (100%) of the Ownership Interests in Westminster. Seller is the sole Member of Westminster. At Closing, Seller will cause to be transferred all of the Equity Interests of Westminster to Buyer free and clear of all Liens, other than Permitted Encumbrances. Immediately after the Closing, Buyer shall own 100% of the Equity Interests of Westminster. Westminster is not subject to any Contracts or other arrangements with respect to voting rights or transferability, and there are no outstanding options, warrants, profits interests, rights (including conversion or preemptive rights) or Contracts for the purchase or acquisition of any portion of Westminster’s interests or securities convertible or exchangeable for any portion of Westminster, including any of the foregoing issued or entered into with any independent contractor providing services in connection with the Business, other than as provided in this Agreement or as may have been created by or through Buyer. Westminster is (a) not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests or (b) has not violated in any material respect any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its Equity Interests.

4.2.4

Financial Statements . The unaudited financial statements of Westminster as of December 31, 2016, attached hereto as Exhibit E (including balance sheets and income statement) (the “ Financial Statements ”), fairly present the financial condition and results of operations of Seller for the period then ended.

4.2.5

Litigation . Other than as listed on Schedule 4.1.6 , there are no Actions pending, nor to Seller’s Knowledge, threatened against Westminster or against any of Westminster’s properties or assets that challenge the validity or propriety of the transactions contemplated by this Agreement.

4.2.6

Inventory and Other Tangible Personal Property . Schedule 4.2.6 , attached to this Agreement, is a complete and accurate schedule describing and specifying the location of all Inventory, and equipment, furniture, supplies, documentation, and all other tangible personal property owned by, or in possession of, or used by the Westminster in connection with the Business.

4.2.7

Trade Names, Trademarks . Westminster owns (through common law) unregistered trademark “Westminster Pharmaceuticals, LLC.”

4.2.8

Compliance with Laws . (i) Westminster has complied in all material respects with all applicable Laws; (ii) no notice, charge, claim, action or assertion has been filed, commenced or threatened in writing against Westminster alleging any violation of any of the foregoing, which such notice, charge, action or assertion remains threatened or pending; (iii) to Seller’s Knowledge, no investigation with respect to any of the foregoing has been commenced and remains unresolved.

4.2.9

Permits and Other Governmental Approvals . True and correct copies of each permit and other Governmental Approval that has been obtained by or for the benefit of Westminster have been made available to Buyer. To Seller’s Knowledge, all permits or other Governmental Approvals necessary for the ownership and operation of the Business that are required have been obtained and are held by Westminster. To Seller’s Knowledge (a) each such permit or other Governmental Approval currently held by Westminster is in full force and effect and not subject to any current legal proceeding, and (b) Westminster is not in violation in any material respect of any such permits or other Governmental Approvals. There are no proceedings pending, or to Seller’s Knowledge threatened, which might reasonably be expected to result in the revocation or termination of any such permit or other Governmental Approval currently held by Westminster in respect of the Business or the imposition of any penalty or material condition thereunder.

4.2.10

Books and Records . Seller has made available to Buyer a true, complete and correct copy of the books and records of Westminster. The books and records have been kept and maintained in all material respects as required by applicable Laws.

4.2.11

Service Providers . Westminster has current contractual relationships with the Service Providers listed on Schedule 4.2.2 .

4.2.12

Subsidiaries and Joint Ventures . Westminster does not own any capital stock, security, partnership interest or other equity interest of any kind in any corporation, partnership, limited liability company, joint venture, association or other entity.

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4.2.13

Disclaimer . EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES RELATING TO THE EQUITY INTERESTS AND THE BUSINESS, INCLUDING ANY WARRANTY REGARDING WESTMINSTER’S FUTURE OPERATIONS, FINANCIAL REQUIREMENTS OR PERFORMANCE.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER

5.1

Representations and Warranties of Buyer . Buyer hereby represents and warrants to Seller jointly and severally, as of the Agreement Date and as of the Closing Date as follows (except as set forth on the Buyer Disclosure Schedules):

5.1.1

Individuals . Gajan A. Mahendiran and Amudha Mahendiran are husband and wife and purchase the Equity Interests as tenants by entirety.

5.1.2

Authority and Power . Buyer has the requisite limited liability company power and authority to enter into each of the Transaction Documents to which it is or will be a party (the “ Buyer Transaction Documents ”), consummate each of the transactions and undertakings contemplated thereby, and perform all the terms and conditions thereof to be performed by it. The execution, delivery and performance of each Buyer Transaction Document and the consummation of each of the transactions and undertakings contemplated thereby have been duly authorized by all requisite limited liability company action on the part of Buyer under its Charter Documents.

5.1.3

Valid and Binding Obligations . Each of the Buyer Transaction Documents has been, or will be when executed and delivered, duly and validly executed and delivered by Buyer, and is, or will be when executed and delivered, enforceable against Buyer in accordance with the terms thereof, except as may be limited or denied by the Enforceability Exceptions.

5.1.4

Approvals and Consents . Buyer is not, and will not be, required to give any notice, make any filing, or obtain any consent or approval (including Governmental Approvals and consents or approvals of any third party) to execute, deliver or perform each Buyer Transaction Document or to consummate the transactions contemplated thereby .

5.1.5

No Violations . The execution, delivery and performance by Buyer of each Buyer Transaction Document does not and will not, and the consummation of the transactions contemplated thereby will not (a) violate or be in conflict with, or constitute a default under, any Contract to which Buyer is a party or by which any of Buyer’s properties or assets are or may be bound that, in any case, would materially affect the ability of Buyer to perform its obligations under the Buyer Transaction Documents, or (b) violate any applicable Law that, in any case, would materially adversely affect the ability of Buyer to perform its obligations under the Buyer Transaction Documents.

5.1.6

No Litigation . There are no Actions pending or, to Buyer’s Knowledge, threatened against Buyer that would reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under the Buyer Transaction Documents or to consummate the transactions contemplated thereby.

5.1.7

Securities Law Matters . Buyer hereby acknowledges that the Equity Interests have not been registered under the Securities Act, or registered or qualified for sale under any state securities laws, and cannot be resold without registration thereunder or exemption therefrom, to the extent such Laws are applicable. Buyer is an “accredited investor,” as such term is defined in Regulation D of the Securities Act, and will acquire the Equity Interests for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act, and the rules and regulations thereunder, any applicable state “blue sky” laws or any other applicable securities laws. Buyer has sufficient knowledge and experience in financial and business matters to enable it to evaluate the risks of investment in the Equity Interests and at the Closing will have the ability to bear the economic risk of this investment for an indefinite period of time. Buyer acknowledges that it has been afforded an opportunity to request and to review all information considered by Buyer to be necessary to make the investment decision to enter into this Agreement and to consummate the transactions contemplated hereby.

5.1.8

Neither Buyer, nor any Affiliate of Buyer, nor any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions, finder’s fees or other similar obligations in connection with the transactions provided for in the Transaction Documents.

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ARTICLE VI

COVENANTS

6.1

Tax Matters .

6.1.1

Tax Returns . Following the Closing Date, Seller agrees that Buyer shall file all Tax Returns for Westminster after 12/31/16, except any Tax Returns related to Seller’s Tax liabilities related to the transactions contemplated by this Agreement.

6.1.2

Tax Proceedings . With respect to any Tax specifically for the time prior to the Closing, for which Seller is responsible under Section 6.1.1 , Seller shall have the right, at their sole cost and expense, to control the prosecution, settlement or compromise of any proceeding involving such Tax. Buyer shall (and shall cause Westminster to) take such action in connection with any such proceeding as Seller shall reasonably request from time to time to implement the preceding sentence, including the selection of counsel and experts and the execution of powers of attorney. Buyer shall (and shall cause Westminster to) give written notice to Seller of its receipt of any notice of any audit, examination, claim or assessment for any Tax for which Seller are responsible within ten (10) days after its receipt of such notice; failure to give any such written notice within such 10-day period shall limit Seller’ indemnification obligation pursuant to this Agreement to the extent it is actually prejudiced by such failure.

6.1.3

Cooperation . Seller shall grant to Buyer (or its designees) access at all reasonable times to all of the existing information, books and records relating to Westminster within the possession of Seller that are not transferred to Buyer (including workpapers and correspondence with Taxing Authorities), and shall afford Buyer (or its designees) the right (at Buyer’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Buyer (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. Buyer shall grant or cause Westminster to grant to Seller (or their designees) access at all reasonable times to all of the information, books and records relating to Westminster for taxable periods and portions of taxable periods through the Closing Date within the possession of Buyer (including workpapers and correspondence with Taxing Authorities if in existence) or Westminster, and shall afford Seller (or their designees) the right (at Seller’ expense) to take extracts therefrom and to make copies thereof, in each case to the extent reasonably necessary to permit Seller (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities.

6.2

Transition Assistance .

6.2.1

For a period of six (6) months following the Closing Date, Seller agrees to provide Buyer such reasonable professional consulting advice, as the Buyer may request from time to time, in order to facilitate an effective and efficient leadership transition (the “Transition Assistance”), in exchange for $15,000.00 per month, payable in advance by Westminster to Seller. Buyer may terminate the Transition assistance at any time. The Transition Assistance shall include: (a) management consulting advice at executive level (Suren Ajjarapu), and (b) a dedicated part-time human resources services and controller services of the Seller. Any business information shared by Buyer and/or Westminster to Seller shall be considered jointly owned information by both Westminster and Seller. Transition Assistance shall further include the use of three (3) desk spaces at Seller’s Odessa office location for a period of ninety (90) days after the Closing Date. Seller will also assist Buyer with Buyer’s 13D SEC filings required immediately after the Closing, and Buyer will reimburse Seller for any reasonable legal fees associated therewith.

6.2.2

In the absence of gross negligence, fraud or reckless or willful misconduct on Seller’s part, and whether or not it is negligent, Seller shall not be liable for any Losses arising out of Seller providing or failing to provide the Transition Assistance.

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6.2.3

It is expressly acknowledged that with regards to the Transition Assistance, Seller shall be an "independent contractor," and will not act as an employee, agent or other representative of Westminster or Buyer for any purpose whatsoever. With respect to this Section 6.2: (i) Neither Buyer nor Westminster shall have the ability to exercise control or direction over the manner or method by which the Seller performs the Transition Assistance that are the subject matter of this Section 6.2, and (ii) in all matters relating to the Transition Assistance, each of Westminster and Seller will be solely responsible for the acts of its employees and agents, and employees or agents of one party will not be considered employees or agents of the other party nor entitled to any employee benefits of such other party as a result of the Transition Assistance. Neither party will have any right, power or authority to create any obligation, express or implied, on behalf of any other party, or in any way bind or commit any other party to any obligations. Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind among the parties or persons referred to herein and each party will be responsible only for its respective obligations as set forth in this Agreement.

6.2.4

In connection with the Transition Assistance, Seller’s liability for damages to Westminster and/or Seller for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, gross negligence or willful misconduct, shall be capped at $10,000.

6.2.5

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OR THE FAILURE TO PROVIDE ANY SERVICES, REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2.6

SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. SELLER AND WESTMINSTER AND BUYER AGREE THAT THE TRANSITION SERVICES ARE SERVICES FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE AND THEREFORE THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO SECTION 6.2.

6.3

Software Assignment .

6.3.1

Seller shall use Reasonable Commercial Efforts to assign the Software listed on Schedule 6.3 to Westminster within ninety (90) days after the Closing Date, as such Software is considered an asset of the Business, as listed in the Financial Statements. Once the Software is assigned, for a period of one (1) year thereafter, Buyer shall grant or cause Westminster to grant to Seller (or their designees) access at all reasonable times to all of the data, information, and records relating to Westminster or the Seller for taxable periods and portions of taxable periods through the Closing Date held in the Software.

6.4

Non-Solicitation . For a period of four (4) years after the Closing Date, neither Buyer nor Westminster (nor any of their affiliates) shall solicit, encourage, or take any other action which is directly or indirectly intended to induce any existing employee, contractor or consultant of Seller (or any of its subsidiaries or affiliates) to terminate employment with Seller (or any of its subsidiaries or affiliates).

ARTICLE VII

INDEMNIFICATION

7.1

Non-Recourse . Except as expressly set forth in this Agreement, no Party shall have recourse whatsoever under this Agreement against any of the Representatives of the other Party (including for such purposes, the Representatives of any Affiliate of a Party). Each Party, on behalf of itself and its Affiliates, hereby fully and irrevocably waives any right, claim or entitlement whatsoever against such Representatives relating to any and all Liabilities suffered or incurred by any of them arising from, based upon, related to, or associated with this Agreement, the Material Contracts in Schedule 4.2.2 , or the transactions contemplated hereby (including any breach, termination or failure to consummate such transactions) in each case whether based on contract, tort, strict liability, other laws or otherwise and whether by piercing of the corporate veil, by claim on behalf of or by a Party hereto or other Person or otherwise.

7.2

Indemnification and Damages .

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7.2.1

Indemnification of Buyer . Seller hereby agrees to indemnify, defend and hold Buyer, its affiliates and their respective directors, managers, officers, employees and agents (collectively, the “ Buyer Parties ”) harmless from any and all liabilities, obligations, claims, contingencies, damages, costs, deficiencies and expenses, including all investigative costs, court costs, litigation expenses and reasonable attorneys’ and accountants’ fees (collectively, “ Losses ”) that any Buyer Party may suffer or incur as a result of or relating to:

7.2.1.1

the misrepresentation or breach of any representation or warranty made by Seller in this Agreement, or any allegation by a third party that, if true, would constitute such a misrepresentation or breach;

7.2.1.2

the breach of any covenant or agreement made by Seller in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; or

7.2.1.3

any liability arising from the operation of Westminster by Seller on or prior to the Closing Date, other than the Liabilities expressly assumed by Buyer under this Agreement.

7.2.2

Indemnification of Seller . Buyer hereby indemnifies, defends and holds Seller, and its Affiliates, directors, managers, officers, employees and agents (collectively, the “ Seller Parties ”) harmless from any and all Losses that any Seller Party may suffer or incur as a result of or relating to:

7.2.2.1

the misrepresentation or breach of any representation or warranty made by Buyer in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a misrepresentation or breach;

7.2.2.2

the breach of any covenant or agreement made by Buyer in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; or

7.2.2.3

the failure of Buyer to perform and discharge in full, in a due and timely manner, the Liabilities expressly assumed by Buyer under this Assignment or failure by Buyer to assign and/or transfer to Seller Equity Interests.

7.2.3

Survival . The representations, warranties, covenants and agreements of Seller, and Buyer made in or pursuant to this Agreement will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of one (1) year following the Closing Date.

7.2.4

No Consequential Damages and Maximum Liability . Notwithstanding anything to the contrary contained in this Agreement or provided for under any applicable law, no party hereto shall be liable to any other Person, either in contract or in tort, for any consequential, incidental, indirect, special or punitive damages of such other Person, including any loss of future revenue, or income or pro fi ts, or any diminution of value or multiples of earnings damages relating to the breach or alleged breach hereof, whether or not the possibility of such damages has been disclosed to the other party in advance or could have been reasonably foreseen by such other party. The maximum liability of either Party under this Article 7 or otherwise under this Agreement shall not exceed twenty percent (20%) of the Loan Cancellation amount in Section 2.1 .

ARTICLE VIII

TERMINATION

8.1

Termination of Agreement . This Agreement may be terminated at any time prior to the Closing by either Party for any reason with a written notice including email communication

8.2

Effect of Termination . In the event of a termination of this Agreement as provided in Section 8.1 , this Agreement shall cease to have force and effect, and there shall be no further liability or obligation on the part of any Party, except that (a) the provisions of this Section 8.2 and 9 shall continue to apply following any such termination, (b) each Party shall continue to be liable for any willful and material breach by such Party of its representations, warranties or covenants contained in this Agreement occurring prior to such termination and (c) Material Contracts shall continue to remain in full force and effect.

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ARTICLE IX

MISCELLANEOUS

9.1

Further Assurances . From time to time after the Closing, upon the request of any other Party and without further consideration, each Party shall execute and deliver to the requesting Party such documents and take such action as the requesting Party reasonably requests to consummate more effectively the intent and purpose of the Parties under this Agreement and the transactions contemplated hereby.

9.2

Notices . Any notice, statement, demand, claim, offer or other written instrument required or permitted to be given pursuant to this Agreement shall be in writing signed by the Party giving such notice and shall be sent by facsimile or other electronic transmission (and, if by facsimile, also by email), hand messenger delivery, overnight courier service, or certified mail (receipt requested) to the other Party at the address set forth below:

(a)

If to Seller, at:

Gajan A. Mahendiran and Amudha Mahendiran

(b)

If to Buyer, at:

TRXADE GROUP, INC.

1115 Gunn Hwy Suite 201

Odessa, FL 33556

Attention: Suren Ajjarapu, President

Each Party shall have the right to change the place to which notices shall be sent or delivered or to specify one additional address to which copies of notices may be sent, in either case by similar notice sent or delivered in like manner to the other Party. Without limiting any other means by which a Party may be able to prove that a notice has been received by another Party, all notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed by first class certified mail, receipt requested; and (iii) when received, if sent by courier, facsimile or other electronic transmission, if received prior to 5 p.m., recipient’s time, on a Business Day, or on the next Business Day, if received later than 5 p.m., recipient’s time. In any case hereunder in which a Party is required or permitted to respond to a notice from another Party within a specified period, such period shall run from the date on which the notice was deemed duly given as above provided, and the response shall be considered to be timely given if given as above provided by the last day of the period provided for such response.

9.3

Entire Agreement; Amendments . This Agreement and the other Transaction Documents constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, of the Parties with respect to the subject matter hereof, including but not limited any prior term sheets or letters of intent. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the Party to be charged. This Agreement may be amended or modified only by a written instrument executed by the Parties.

9.4

Successors and Assigns . This Agreement and the other Transaction Documents shall be binding upon, and shall inure to the benefit of, and shall be enforceable by, the Parties and their respective successors and permitted assigns.

9.5

Currency Matters . U.S. Dollars shall be the currency of account in the case of all obligations arising under or relating to this Agreement.

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9.6

Governing Law . This Agreement, and any instrument or agreement required hereunder (to the extent not otherwise expressly provided for therein), shall be governed by, and construed under, the laws of the State of Florida, without reference to conflicts of laws rules. The Parties agree that any action, dispute or question by or against any party (or its affiliates or designees) arising as to the interpretation of any clause of, or the rights and liabilities of the parties under, in any manner relating to, this Agreement and the purchase of Seller’s Equity Interest and the Business associated therewith, if not resolved by negotiation, shall be referred to binding arbitration before a single arbitrator in Tampa, FL, under the rules and procedures of the American Arbitration Association relating to the selection of arbitrators for the determination of issues. This agreement to arbitrate is supported by adequate consideration, receipt of which is acknowledged. The decision of the arbitrator will be binding, final and conclusive on the parties, and judgment on the arbitrators decision may be entered in any court having jurisdiction thereof. This agreement to arbitrate is binding upon the respective successors, heirs, legal representatives, assigns and transferees of the parties. The arbitrator may, sua sponte or upon the written request of a party, issue written directions as to the scope and timetable for discovery. In the event that the arbitrator should determine that the matter(s) in dispute may be resolved by a review of a written record, and that a hearing is not necessary, each party waives the right to a hearing. The arbitrator shall be charged to render a written opinion reciting the facts as determined and the applicable law as applied. Except to the extent limited under the Agreement, the arbitrator may award injunctive and other equitable relief, as well as an award of monetary damages. No claim of fraud, duress or other basis for revocation of contract made with respect to this Agreement shall limit or preclude the enforcement of this Agreement to arbitrate except as such fraud, duress or other basis for revocation shall arise with particularity to this agreement to arbitrate. The award of the arbitrator may allocate attorneys’ fees and expenses (at such amount as the Arbitrator may deem appropriate.

9.7

Expenses . Regardless of whether the transactions contemplated by this Agreement are consummated, each Party shall bear responsibility for its own costs and expenses in connection with the Transaction Documents and the transactions contemplated hereby or thereby, including the fees and expenses of its legal counsel and other consultants and advisors in connection with any Transaction Document, except as may be otherwise provided therein, and Westminster shall not incur any costs or expenses in connection with this Agreement and the transaction contemplated hereby.

9.8

Confidential Information . From and after the Closing Date, Seller will hold, and will cause their respective Affiliates and Representatives to hold, in strict confidence from any other Person all information and documents relating to Westminster and the Business (“ Confidential Information ”), provided that nothing in this sentence shall limit the disclosure by any Party of any information (a) to the extent required by Law or judicial process (provided that if permitted by Law, each Party agrees to give the other Party prior notice of such disclosure in sufficient time to permit such other Party to obtain a protective order should they so determine), (b) in connection with any litigation among the Parties (provided that such Party has taken all reasonable actions to limit the scope and degree of disclosure in any such litigation), (c) in an Action brought by a Party in pursuit of its rights or in the exercise of its remedies under the Transaction Documents, (d) to the extent that such documents or information can be shown to have come within the public domain through no action or omission of the disclosing Party or its Affiliates or Representatives, and (e) to its Affiliates (but the Party shall be liable for any breach by its Affiliates). In the event this Agreement is terminated under Section 8.1, upon the request of any Party, the other Party will, and will cause its Affiliates and Representatives to, promptly (and in no event later than five (5) Business Days after such request) redeliver or destroy, or cause to be redelivered or destroyed, all copies of confidential documents and information furnished by such other Party in connection with this Agreement and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related to or based on such information or documents prepared by the Party furnished with such documents and information or its Representatives.

9.9

Public Statements . All Parties shall not (and shall cause its Affiliates and Representatives not to) release any public statement regarding the transactions contemplated hereunder without the other Party’s prior written consent; provided, however, that Seller may at any time make disclosure if it is advised by outside legal counsel to Seller that such disclosure is required under applicable law, regulatory authority or stock exchange listing agreement.

9.10

Joint Effort . Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one Party than against any other Party.

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9.11

Captions . The captions contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained herein.

9.12

Severability . The invalidity of one or more phrases, sentences, clauses, Sections or Articles contained in this Agreement shall not affect the validity of the remaining portions of this Agreement so long as the material purposes of this Agreement can be determined and effectuated.

9.13

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which, taken together, shall constitute but one agreement.

9.14

Third Parties . Except as otherwise expressly provided in this Agreement, nothing contained in this Agreement shall be construed to create any right in, duty to, standard of care with respect to, or any liability to any Person who is not a party to this Agreement.

9.15

No Waiver . Any failure of a Party to enforce any of the provisions of this Agreement or to require compliance with any of its terms at any time during the pendency of this Agreement shall in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any and each such provision.

9.16

Delivery by Facsimile or PDF . This Agreement, and any amendments hereto or, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original Contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute original forms thereof and deliver them to the other Party. No Party shall raise the use of a facsimile machine or electronic transmission in pdf to deliver a signature or the fact that any signature was transmitted or communicated through such means as a defense to the formation of a Contract and each Party forever waives any such defense.

[Signature page follows]

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IN WITNESS WHEREOF , the Parties have caused this Purchase and Sale Agreement to be duly executed and delivered as of the Agreement Time.

BUYER: Gajan A. Mahendiran and Amudha Mahendiran

By: _____________________________________

Gajan A. Mahendiran

By: _____________________________________

Amudha Mahendiran

SELLER:

TRXADE GROUP, INC..

By: _____________________________________

Name: Suren Ajjarapu, CEO

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

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TRXADE GROUP, INC.

INVESTMENT WARRANT AGREEMENT

THIS INVESTMENT WARRANT AGREEMENT (this " Agreement ") is made and entered into as of December 31, 2016 (the “ Issuance Date ”), between and among Trxade Group, Inc., a Delaware corporation (the “ Company ”) on one hand, and Gajan A. Mahendiran and Amudha Mahendiran (collectively the “Holder”) on the other hand.

R E C I T A L S

WHEREAS, the Company enter into a Purchase and Sale Agreement (the “ Purchase and Sale Agreement ”) with Holder to sell 100% of the Company’s equity interests in its wholly owned subsidiary, Westminster Pharmaceuticals, LLC, a Delaware limited liability company (the “ Westminster ”) to the Holder;

WHEREAS, in connection with the Purchase and Sale Agreement, the Company has agreed to grant Holder a warrant convertible into 1,500,000 shares of Common Stock as provided in this Agreement at an initial exercise price of $0.01;

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.

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.

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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.

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.

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(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., 1115 Gunn Hwy., Odessa, Florida 33556. 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 written consent of the Company and the Holder of the Note Purchase Agreement.

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.

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.

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

HOLDER: ___________________________________ Gajan A. Mahendiran ___________________________________ Amudha Mahendiran	TRXADE GROUP, INC., By: ___________________________________ Suren Ajjarpu, President

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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:

1,500,000 Shares of Common Stock

Initial Exercise Price:

$0.01 (subject to adjustment) per share

Date of Grant:

December 31, 2016

Expiration Date:

December 31, 2021

THIS CERTIFIES THAT, Gajan A. Mahendiran and Amudha Mahendiran , 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.

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, 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.

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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 30 day trailing average 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.

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.

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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.

HOLDER: ___________________________________ Gajan A. Mahendiran ___________________________________ Amudha Mahendiran	TRXADE GROUP, INC. By: ___________________________________ Suren Ajjarapu, President

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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:

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