ScripsAmerica, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________ __, 2011 between ScripsAmerica, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

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SCRIPSAMERICA, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2011, by and between ScripsAmerica, Inc., a Delaware corporation (the “Company”), and the investor listed on Schedule A hereto (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 7th, 2013 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2013, by and between ScripsAmerica, Inc., a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).

MANUFACTURING & SUPPLY AGREEMENT
Supply Agreement • August 14th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

This SUPPLY AGREEMENT (this “Agreement”), dated as of March 11, 2014 (the “Effective Date”), is by and between LNK International Inc., a New York Corporation (“Supplier”), and SCRIPSAMERICA INC., a Delaware company (“SCRIPSAMERICA”).

SCRIPSAMERICA, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • September 26th, 2011 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

Page 1. Purchase and Sale of Preferred Stock 1 1.1. Sale and Issuance of Series A Preferred Stock 1 1.2. Closing; Delivery 1 1.3. Defined Terms Used in this Agreement 1 2. Representations and Warranties of the Company 3 2.1. Organization, Good Standing, Corporate Power and Qualification 3 2.2. Capitalization 3 2.3. Subsidiaries 4 2.4. Authorization 4 2.5. Valid Issuance of Shares 4 2.6. Governmental Consents and Filings 4 2.7. Litigation 5 2.8. Intellectual Property 5 2.9. Compliance with Other Instruments 5 2.10. Agreements; Actions 6 2.11. Certain Transactions 6 2.12. Rights of Registration and Voting Rights 7 2.13. Property 7 2.14. Financial Statements 7 2.15. Changes 7 2.16. Employee Matters 9 2.17. Tax Returns and Payments 10 2.18. Insurance 10 2.19. Employee Agreements 10 2.20. Permits 11 2.21. Corporate Documents 11 2.22. Environmental and Safety Laws 11 2.23. Disclosure 11 3. Representations and Warranties of the Purchaser 12 3.1. Authorization 12 3.2. Purchase Entirely for Own

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 10th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Oregon

This Loan and Security Agreement (this “Agreement”) is executed by and between Triumph Community Bank, N.A., dba Triumph Healthcare Finance, 10300 SW Greenburg Rd., Ste. 465, Portland, OR 97223 (“Lender”), and Main Avenue Pharmacy Inc, a New Jersey corporation (“Borrower”), effective as of December 8, 2014. Lender and Borrower hereby agree as follows:

PRODUCT DEVELOPMENT , MANUFACTURING AND SUPPLY AGREEMENT ACETAMINOPHEN ORALLY DISINTEGRATING TABLETS RAPID DISSOLVING TABLETS (IMMEDIATE RELEASE 80MG)
Manufacturing and Supply Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

This PRODUCT DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”) entered into as of this 1st day of March 2010 (“Effective Date”), between ScripsAmerica, Inc., a Delaware corporation located at 843 Persimmon Lane Langhorne PA 19047, (“ScripsAmerica”), and Marlex Pharmaceuticals, Inc., a Delaware Corporation, located at 50 McCullough Dr., New Castle, DE 19720(“Marlex”).

SCRIPSAMERICA, INC. RESTRICTIVE COVENANTS AGREEMENT
Restrictive Covenants Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

THIS RESTRICTIVE COVENANTS AGREEMENT (hereinafter referred to as this “Agreement”), is made and entered into this 1st day of April, 2011, by and between ______________________ (hereafter referred to as “Recipient”) and SCRIPSAMERICA, INC., a Delaware corporation (hereafter referred to as the “Company”).

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
-Sale Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2011 by and among ScripsAmerica, Inc., a Delaware corporation (the “Company”), the Investor listed on Schedule A and the Key Holders listed on Schedule B.

CANADA LICENSING AGREEMENT
Canada Licensing Agreement • April 15th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This agreement (“Agreement”) is between GLOBAL PHARMA HUB (“Sub-Licensor”), a corporation doing business at 200 South Knowles Avenue, Winter Park, FL 32789 and SHEEN BOOM INVESTMENTS, LTD. a corporation doing business at 4703 Central Plaza, 18 Harbour Road, WanChai, Hong Kong, and JETSAW PHARMACEUTICAL, INC. a corporation doing business at U6 Saddlemead Way, Neucalgary, Alberta, T3J 4J5, collectively known as “Sub-licensees”, for a sub-license to market and distribute RapiMed products.

SERVICES AGREEMENT
Services Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Pennsylvania

This Services Agreement ("Agreement") is made between Clementi & Associates Ltd. And ScripsAmerica ("Customer"). The provisions of this Agreement shall apply to Services provided to Customer under this Agreement. When completed and executed by both parties, separate Ordering Documents shall specify the Services to be provided and Customer's payment obligation for such Services.

SERVICES AGREEMENT
Services Agreement • August 24th, 2011 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania

This Services Agreement ("Agreement") is made between Clementi & Associates Ltd. And ScripsAmerica ("Customer"). The provisions of this Agreement shall apply to Services provided to Customer under this Agreement. When completed and executed by both parties, separate Ordering Documents shall specify the Services to be provided and Customer's payment obligation for such Services.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Between: SCRIPSAMERICA INC. And: THE UNDERSIGNED SUBSCRIBER SCRIPSAMERICA INC. Langhorne PA 19047
Subscription Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

To: ScripsAmerica Inc. (hereafter called the "Company" or the "Issuer"), a Delaware Corporation, with an address for notice and delivery at 843 Persimmon Lane, Langhorne PA 19047, United States.

AGREEMENT
Agreement • April 15th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS AGREEMENT ("Agreement"), is made this 6th day of September, 2013, by and between SCRIPSAMERICA, INC. ("Scrips") on the one hand and MARLEX PHARMACEUTICALS, INC. ("Marlex"), SARAV A. PATEL, and SAMIR PATEL (together, the "Patels") on the other.

Purchase Agreement
Purchase Agreement • October 24th, 2013 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Purchase Agreement (“Agreement”) is made as of the 30th day of September, 2013 by and among P.I.M.D. International, LLC (“Company”), its sole Member, Vanessa Gonzalez (“Seller”), and ScripsAmerica, Inc., (“Buyer”).

LOAN AGREEMENT
Loan Agreement • August 22nd, 2012 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries

THIS LOAN AGREEMENT ("Agreement") is entered into as of August 15, 2012 by and between SCRIPSAMERICA, INC., a Delaware corporation ("Borrower), and DEVELOPMENT 72, LLC, a Delaware limited liability company ("Lender), by and between Lender and Borrower.

BUSINESS MANAGEMENT AGREEMENT
Business Management Agreement • April 15th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey

MAIN AVENUE PHARMACY, INC., a New Jersey corporation with a business location at 1094 Main Avenue, Clifton, NJ 07011 (hereinafter “Pharmacy”);

SERVICE AGREEMENT
Service Agreement • August 24th, 2011 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT
Agreement • October 17th, 2013 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS AGREEMENT (this “Agreement”) is made effective as of October 10, 2013 (the “Effective Date”), and is entered into by and between ScripsAmerica, Inc., a Delaware corporation (the “Company”), and GEM Global Yield Fund Limited, a company incorporated under the laws of the Cayman Islands (“Investor”).

MANAGEMENT REORGANIZATION AGREEMENT
Management Reorganization Agreement • July 6th, 2015 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

This Management Reorganization Agreement, made as of this 29th day of June, 2015 by SCRIPSAMERICA, INC., a Delaware corporation having its principal place of business located at Corporate Office Center Tysons II, 1650 Tysons Boulevard, Suite 1580, Tyson Corner, VA 22102 (hereinafter “SCRIPS” or “Company”);

WORLDWIDE LICENSING AGREEMENT
Worldwide Licensing Agreement • April 15th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This agreement (“Agreement”) is between SCRIPSAMERICA, INC. (“Licensor”), a corporation doing business at CORPORATE OFFICE CENTRE TYSONS IL 1650 TYSONS BOULEVARD, SUITE 1580, TYSONS CORNER, ZIP 22102 in the State of VIRGINIA and GLOBAL PHARMA HUB (“Licensee”), a corporation doing business at 200 SOUTH KNOWLES AVENUE, WINTER PARK, ZIP 32789 in the State of FLORIDA for a license to market and distribute RapiMed products.

SOURCING AND MARKETING AGREEMENT
Sourcing and Marketing Agreement • April 15th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Florida

This SOURCING AND MARKETING AGREEMENT (“Agreement”) is made this 5th day of March, 2014 and shall be effective as of December 1, 2013 (“Effective Date”), by and between P.I.M.D. International, LLC (“PIMD”) and ScripsAmerica, Inc. (“SCRIPS”). Each may be individually referred to as “Party” or jointly as the “Parties.”

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SERVICE CONTRACT Artemis Strategies, LLC Scrips America
Service Contract • August 24th, 2011 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Virginia

This Service Contract (“Agreement”) is made this 1st day of April, 2011, between Artemis Strategies, LLC, (hereafter, "Artemis") a Virginia limited liability company with its principal place of business at 10 G Street, NE, Suite 601, Washington, D.C., 20002, and Scrips America, Inc., with its principal place of business at 77 McCullough Drive, Suite 7, New Castle Delaware, (hereafter collectively the “Client”), to provide consultant services commencing effective April 1, 2011 and expiring on September 30, 2011.

REGULATION S COMMON STOCK SUBSCRIPTION AGREEMENT
Regulation S Common Stock Subscription Agreement • June 10th, 2011 • ScripsAmerica, Inc.

This Regulation S Common Stock Subscription Agreement (this “Agreement”) is executed in reliance upon the transaction exemption afforded by Regulation S (“Regulation S”) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (“1933 Act”).

INDEPENDENT CONSULTING AGREEMENT BETWEEN LINCOLN ASSOCIATES, INC. AND SCRIPSAMERICA
Independent Consulting Agreement • August 24th, 2011 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS Independent Consulting Agreement (“Agreement”) is made and entered into effective this the 6th day of June 2011, by and between Lincoln Associates, Inc., hereinafter referred to as (the “Consultant”), with address being 9 Fernglen, The Woodlands, Texas 77380 and ScripsAmerica, hereinafter referred to as (the “Company”), a Delaware corporation with address being 843 Persimmon Lane Langhorne, PA 19047. The Consultant and the Company may be referred to collectively herein as (the “Parties”).

HOLDING COMPANY STRUCTURE
ScripsAmerica, Inc. • September 14th, 2012 • Wholesale-drugs, proprietaries & druggists' sundries

The current management of Marlex will remain the management of Marlex following the acquisition. At the present time, such management is employed on oral employment agreements. At Closing, the primary officers of Marlex shall be given Employment Agreements consistent with those given to the executives of ScripsAmerica, with the compensation and benefits to be subject to the Compensation Committee of the Board of Directors of ScripsAmerica, but which compensation and benefits shall also be consistent with that paid to executives of ScripsAmerica.

Contract
ScripsAmerica, Inc. • November 17th, 2011 • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania

THIS NOTE is made in New Castle Delaware as of October 19, 2011, by ScripsAmerica Inc., a Delaware corporation (referred to herein, as the "Borrower"), and is payable to the order of Leon Hurst and Jim and Joanne Speers ("Lender") for Two Hundred and Fifty Thousand Dollars ($250,000,00).

INDEPENDENT CONSULTING AGREEMENT
Independent Consulting Agreement • August 24th, 2011 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS Independent Consulting Agreement ("Agreement") is made and entered into effective this the 4th day of June 2011, by and between Sarav Patel, hereinafter referred to as (the "Consultant"), with address being 50 McCullough Drive New Castle Delaware and ScripsAmerica, hereinafter referred to as (the "Company"), a Delaware corporation with address being 843 Persimmon Lane Langhorne, PA 19047. The Consultant and the Company may be referred to collectively herein as (the "Parties").

REGULATION S COMMON STOCK SUBSCRIPTION AGREEMENT
Regulation S Common Stock Subscription Agreement • June 10th, 2011 • ScripsAmerica, Inc.

This Regulation S Common Stock Subscription Agreement (this “Agreement”) is executed in reliance upon the transaction exemption afforded by Regulation S (“Regulation S”) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (“1933 Act”).

THIS MASTER AGREEMENT, made this 7th day of November, 2013 but retroactively effective as of November 1, 2013 by and between:
Master Agreement • November 14th, 2013 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

SCRIPSAMERICA, INC., a Delaware corporation having its principal office located at Tysons Corner Corporate Office II, 1650 Tysons Boulevard, Suite 1580, Tysons Corner, Virginia 22102 (hereinafter “ScripsAmerica”)

SETTLEMENT AGREEMENT (with Mutual General Release)
Settlement Agreement • April 15th, 2014 • ScripsAmerica, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SETTLEMENT AGREEMENT (this “Settlement Agreement”), made this 14th day of January 2014 and to be effective as of such date, by and among:

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