EXHIBIT
4.1

     

    EXECUTION
COPY

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A
FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.

     

    
      
        

      

    

    HealthWarehouse.com,
Inc.

     

    FORM
OF COMMON STOCK PURCHASE WARRANT

     

    
      
        	
                Number
      of shares:

              	
                [                      ]

              
	 
      	 
      
	
                Holder:

              	 
      
	 
      	 
      
	
                Expiration
      Date:

              	
                 November
      8, 2015

              
	 
      	 
      
	
                Exercise
      Price per Share:

              	
                $3.00
      (Three dollars per share)

              


      

    

     

    HealthWarehouse.com,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Company”),
hereby certifies that, for value received, ____________________., or its
registered assigns or permitted transferees (the “Warrant
Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company _________ shares, as adjusted from time to time as provided in
Section 7 hereof, of common stock, $0.001 par value (the “Common
Stock”), of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant
Shares”) at a price of $3.00 (three dollars) per Warrant Share (the
“Exercise
Price”), at any time and from time to time from and after the date hereof
and through and including 5:00 p.m. New York City time on November 8, 2015 (the
“Expiration
Date”), and subject to the following terms and
conditions.  This Warrant is being issued to the Holder pursuant to
that certain Securities Purchase Agreement, dated as of November 8, 2010, by and
between the Company and the Holder (the “Purchase
Agreement”).  All capitalized terms used but not otherwise
defined herein have the meanings given to them in the Purchase
Agreement.

     

    1.            
Registration of Warrant.  The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Warrant Holder hereof from time to
time.  The Company may deem and treat the registered Warrant Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Warrant Holder, and for all other purposes, and the
Company shall not be affected by notice to the contrary.

     

    2.            
Investment Representation.  The Warrant Holder by accepting this
Warrant represents that the Warrant Holder is acquiring this Warrant for its own
account or the account of an accredited investor affiliate for investment
purposes and not with the view to any offering or distribution and that the
Warrant Holder will not sell or otherwise dispose of this Warrant or the
underlying Warrant Shares in violation of applicable securities laws. 
Subject to Section 10 hereof, the Warrant Holder acknowledges that the
certificates representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended (the “1933
Act”) and may not be sold by the Warrant Holder except pursuant to an
effective registration statement or pursuant to an exemption from registration
requirements of the 1933 Act and in accordance with federal and state securities
laws. 

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.            
Validity of Warrant and Issue of Shares.  The Company represents and
warrants that this Warrant has been duly authorized and validly issued and
warrants and agrees that all of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such
exercise, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof. 
The Company further warrants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of Common Stock to
provide for the exercise of the rights represented by this Warrant.

     

    
      4.                                     
Registration of Transfers and Exchange of Warrants.

    

     

    a.  All or any
portion of this Warrant shall be assignable or transferable by Warrant Holder to
a subsidiary, parent, general partner, limited partner, retired partner,
affiliate, member or retired member, or stockholder of a Holder that is a
corporation, partnership or limited liability company,  subject to
such terms and conditions with respect to such assignment or transfer as Warrant
Holder shall determine.

     

    b. Subject to compliance with
the legend set forth on the face of this Warrant, the Company shall register the
transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant with the Form of Assignment attached hereto duly completed and
signed, to the Company at the office specified in or pursuant to Section
12.  Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
“New
Warrant”), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Warrant Holder.  The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance of such transferee of all of the rights
and obligations of a Warrant Holder of a Warrant.

     

    c. This Warrant is
exchangeable, upon the surrender hereof by the Warrant Holder to the office of
the Company specified in or pursuant to Section 12 for one or more New Warrants,
evidencing in the aggregate the right to purchase the number of Warrant Shares
which may then be purchased hereunder.  Any such New Warrant will be dated
the date of such exchange.

     

    
      5.                                     
Exercise of Warrants.

    

     

    a.  Upon surrender of
this Warrant with the Form of Election to Purchase attached hereto duly
completed and signed to the Company, at its address set forth in Section 12, and
upon payment and delivery of the Exercise Price per Warrant Share multiplied by
the number of Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash or by
certified or official bank check or checks, to the Company, all as specified by
the Warrant Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 7 business days after the Date of Exercise
(as defined herein)) issue and deliver or cause to be issued  and cause to
be delivered to or upon the written order of the Warrant Holder and in such name
or names as the Warrant Holder may designate (subject to the restrictions on
transfer described in the legend set forth on the face of this Warrant), a stock
certificate for the number of Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act.  Any person so
designated by the Warrant Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date of
Exercise.  In connection with such exercise, the Warrant Holder, or
such person so designated by the Warrant Holder in accordance with this
paragraph, shall be deemed a stockholder of record with respect to the Warrant
Shares purchaser pursuant to such exercise, with all rights of a stockholder,
including voting rights and rights to receive dividends.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    b.          A
“Date of Exercise” means the date on which the Company shall have received (i)
this Warrant (or any New Warrant, as applicable), with the Form of Election to
Purchase attached hereto (or attached to such New Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Warrant Holder to be
purchased.

     

    c.          This
Warrant shall be exercisable at any time and from time to time for such number
of Warrant Shares as is indicated in the attached Form of Election To
Purchase.  If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

     

    d.          Cashless Exercise.
The Warrant Holder may, in its sole discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise contemplated to be
made to the Company upon such exercise in payment of the aggregate Exercise
Price, elect instead to receive upon such exercise the “Net Number” of shares of
Common Stock determined according to the following formula (a “Cashless
Exercise”):

     

    Net
Number =  (A
x B) — (A x C)

      B

     

    For
purposes of the foregoing formula:

     

    A = the
total number of shares with respect to which this Warrant is then being
exercised.

     

    B = the
closing sale price of the shares of Common Stock (as reported by Bloomberg) on
the date immediately preceding the date of the Form of Election to Purchase (the
“Closing
Price”).

     

    C = the
Exercise Price then in effect for the applicable Warrant Shares at the time of
such exercise.

     

    e.          Deemed
Exercise.  If, at the Expiration Date for any Warrant Shares,
this Warrant has not theretofore been exercised with respect to such Warrant
Shares, and the Closing Price on the business day immediately prior to the
Expiration Date is greater than the Exercise Price, then the Warrant Holder
shall be deemed to have exercised this Warrant in whole with respect to such
Warrant Shares immediately prior to such Expiration Date and shall be deemed to
have elected to pay the aggregate Exercise Price pursuant to paragraph d.
(Cashless Exercise) of this Section 5, and the Date of Exercise with respect to
such deemed exercise shall be the date on which such Expiration Date
occurs.

     

    6.            
Adjustment of the Number of Shares.  The character of the shares of
stock or other securities at the time issuable upon exercise of this Warrant,
are subject to adjustment upon the occurrence of the following events, and all
such adjustments shall be cumulative:

     

     a.            
Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
Etc.  The Exercise Price and the number of shares of Common Stock or
other securities at the time issuable upon exercise of this Warrant shall be
appropriately adjusted to reflect any stock dividend, stock split, combination
of shares, reclassification, recapitalization or other similar event affecting
the number of outstanding shares of stock or securities.

     

    b.      
     Reserved       

     

    c.            
Reserved

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    d.   Distributions of
Other Property.  If, at any time while this
Warrant  remains outstanding and unexpired with respect to any Warrant
Shares, the Company shall distribute to all holders of Company Common Stock
(including any such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation) evidences of its
indebtedness or assets (excluding ordinary cash dividends or distributions
payable out of consolidated earnings or earned surplus and dividends or
distributions referred to in paragraph (a) of this Section 6), then, in lieu of
an adjustment to the number of shares Company Common Stock purchasable upon the
exercise of this Warrant, the Warrant Holder, upon the exercise hereof at any
time after such distribution shall be entitled to receive from the Company the
stock or other securities to which the Warrant Holder would have been entitled
if the Warrant Holder had exercised this Warrant immediately prior thereto, all
subject to further adjustment as provided in this Section 6.        

     

    e.  Certificate as to
Adjustments.  In case of any adjustment or readjustment in the
number or kind of securities issuable on the exercise of this Warrant, or the
Exercise Price, the Company will promptly give written notice thereof (but in no
event later than 5 business days thereafter) to the holder of this Warrant in
the form of a certificate, certified and confirmed by the Board of Directors of
the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is
based.

     

    7.            
Fractional Shares.  The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this
Warrant.  The number of full Warrant Shares that shall be issuable upon the
exercise of this Warrant shall be computed on the basis of the aggregate number
of Warrants Shares purchasable on exercise of this Warrant so presented. 
If any fraction of a Warrant Share would, except for the provisions of this
Section 7, be issuable on the exercise of this Warrant, the Company shall, at
its option, (i) pay an amount in cash equal to the Exercise Price multiplied by
such fraction or (ii) round the number of Warrant Shares issuable, up to the
next whole number.

     

    8.         
Sale or Merger the Company.  The Company will give Warrant Holder
15-day written notice before the event of a sale of all or substantially all of
the assets of the Company or the merger or consolidation of the Company in a
transaction in which the Company is not the surviving entity (a “Fundamental
Transaction”).  The Company shall not enter into or be party to
such Fundamental Transaction unless the surviving entity assumes in writing all
of the obligations of the Company under this Warrant pursuant to written
agreements in form and substance satisfactory to the Warrant Holder and approved
by the Warrant Holder prior to such Fundamental Transaction, including
agreements to deliver to the Warrant Holder in exchange for this Warrant a
security of the surviving entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, an
adjusted exercise price equal to the value for the shares of Common Stock
reflected by the terms of such Fundamental Transaction, and exercisable for a
corresponding number of shares of capital stock equivalent to the shares of
Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and satisfactory to the Warrant Holder.

     

    9.         
Issuance of Substitute Warrant.   In the event of a
merger, consolidation, recapitalization or reorganization of the Company or a
reclassification of Company shares of stock, which results in an adjustment to
the number of shares subject to this Warrant hereunder, the Company agrees to
issue to the Warrant Holder a substitute Warrant reflecting the adjusted number
of shares upon the surrender of this Warrant to the Company.

     

    10.           Listing of
Shares.   The Company shall promptly secure the listing of
all of the Warrant Shares issuable hereunder upon each national securities
exchange and automated quotation system, if any, upon which the Common Stock is
then listed (subject to official notice of issuance) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such listing of Warrant
Shares.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.           Noncircumvention. The Company
hereby covenants and agrees that the Company will not, by amendment of its
Certificate of Incorporation, Bylaws or through any reorganization, transfer of
assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all the provisions of this Warrant and take all
action as may be required to protect the rights of the Warrant Holder. Without
limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant, and (iii) shall take all action necessary to reserve
and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the this Warrant, 100% of
the number of shares of Common Stock as shall from time to time be necessary to
effect the exercise of this Warrant  (without regard to any
limitations on exercise).

     

    12.           Notice.  All notices and
other communications hereunder shall be in writing and shall be deemed to have
been given (i) on the date they are delivered if delivered in person; (ii) on
the date initially received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date delivered by an
overnight courier service; or (iv) on the third business day after it is mailed
by registered or certified mail, return receipt requested with postage and other
fees prepaid as follows:

     

    If to the
Company:

    HealthWarehouse.com,
Inc.

    100
Commerce Boulevard,

    Cincinnati,
OH  45140

    Fax:
(513) 618-0925

    Attn:
Chief Executive Officer

    


    with a
copy (for informational purposes only) to:

    


    Mark J.
Zummo, Esq.

    Kohnen
& Patton LLP

    800 PNC
Center

    201 E.
Fifth Street

    Cincinnati,
OH 45202

    Telephone:  (513)
381-0656

    Facsimile:
(513) 381-5823

    


    If to the Warrant
Holder:

    


    _________________________

    _________________________

    _________________________

    _________________________

    


     

    With a
copy (for informational purposes only) to:

     

    _________________________

    _________________________

    _________________________

    _________________________

    


                13.           Loss of
Warrant.  Upon receipt by the Company of satisfactory evidence
of loss, theft, destruction or mutilation of this Warrant and of indemnity
satisfactory to the Company, and upon surrender and cancellation of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date and any such lost, stolen or destroyed Warrant shall
thereupon become void.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      14.                              
Miscellaneous.

    

     

    a.  This Warrant shall be
binding on and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  This Warrant may be amended only in
writing and signed by the Company and the Warrant Holder.

     

    b.  Nothing in this
Warrant shall be construed to give to any person or corporation other than the
Company and the Warrant Holder any legal or equitable right, remedy or cause of
action under this Warrant; this Warrant shall be for the sole and exclusive
benefit of the Company and the Warrant Holder.

     

    c. This Warrant shall be
governed by, construed and enforced in accordance with the internal laws of the
State of Delaware without regard to the principles of conflicts of law
thereof.  Each party irrevocably submits and consent to the exclusive
jurisdictions of the United States District Courts of the State of Delaware, or,
if such court does not have jurisdiction or will not accept jurisdiction, in any
court of general jurisdiction in the State of Delaware, and hereby agrees that
such courts shall be the exclusive proper forum for the determination of any
dispute arising hereunder.

     

    d.  The headings herein
are for convenience only, do not constitute a part of this Warrant and shall not
be deemed to limit or affect any of the provisions hereof.

     

     e. In case any one or
more of the provisions of this Warrant shall be invalid or unenforceable in any
respect, the validity and enforceablilty of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the
parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonably substitute therefore, and
upon so agreeing, shall incorporate such substitute provision in this
Warrant.

     

    f.           The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
rights of a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holder are limited to those expressed in this
Warrant.

     

    g.           
The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a
decree of specific performance and/or other injunctive relief), and nothing
herein shall limit the right of the Warrant Holder to pursue actual damages for
any failure by the Company to comply with the terms of this Warrant. The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Warrant Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any
such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required.  If any action, suit, or other
proceedings is instituted concerning or arising out of this Warrant, the
prevailing party shall recover all of such party’s costs and reasonable
attorney’s fees incurred in each such action, suit, or other proceeding,
including any and all appeals or petitions from any such action, suit or other
proceeding.

     

    h.           From
and after the date of this Warrant, upon the request of the Warrant Holder or
the Company, the Company and the Warrant Holder shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Warrant.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the
authorized officer as of the date first above stated.

     

    
      
        
          	
                  HealthWarehouse.com,
      Inc.

                
	 
      	
                     

                
	
                  By:

                	
                     

                
	 
      	
                     

                
	
                  Name:

                	
                     

                
	 
      	
                     

                
	
                  Title:

                	
                     

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM 
OF  ELECTION  TO  PURCHASE

     

    (To be
executed by the Warrant Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

     

    To: 
HealthWarehouse.com,
Inc.

     

    In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase
                        
shares of Common Stock (“Common Stock”), $0.___ par value, of
HealthWarehouse.com, Inc. and encloses one warrant and
$                     
for each Warrant Share being purchased or an aggregate of
$                          
in cash or certified or official bank check or checks, which sum represents the
aggregate Exercise Price (as defined in the Warrant) together with any
applicable taxes payable by the undersigned pursuant to the
Warrant.

     

    The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:

     

    
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              (Please
      print name and address)

            	 
      
	 
      	 
      
	 
      	 
      
	
              (Please
      insert Social Security or Tax Identification Number)

            	 
      


    

     

     

    If the
number of shares of Common Stock issuable upon this exercise shall not be all of
the shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

     

    
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              (Please
      print name and address)

            	 
      


    

     

    
      	
              Dated:

            	 
      	 
      	
              Name
      of Warrant Holder:

            


    

    


    
      
        	 
      	
                (Print)

              	 
      
	 
      	 
      	 
      
	 
      	
                (By:)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Name:)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Title:)

              	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      must conform in all respects to name of Warrant Holder as specified on the
      face of the Warrant

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     [FORM
OF ASSIGNMENT PURSUANT TO SECTION 4(a)]

     

    (To be
executed by the registered holder if such holder desires to transfer the Warrant
Certificate.)

     

    
      	
              FOR
      VALUE RECEIVED hereby sells, assigns and transfers unto

            
	 
      
	 
      	 
      
	
              (Please
      print name and address of transferee)

            	 
      


    

     

    this
Warrant Certificate, together with all right, title and interest therein, and
hereby irrevocably constitutes and appoints
                                                       
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.

     

    Dated:

    


    
      	 
      	
              Signature:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
              (Signature
      must confirm in all respects to name of holder as specified on the face of
      the Warrant Certificate.)

            


    

    


    (Insert
Social Security or Other Identifying Number of Assignee).