0001019687-11-001927 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”).

SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • June 10th, 2011 • ScripsAmerica, Inc. • Delaware

THIS SERIES A PREFERRED STOCK PURCHASE 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 Exhibit A attached to this Agreement (the “Purchaser”).

PRODUCT DEVELOPMENT , MANUFACTURING AND SUPPLY AGREEMENT ACETAMINOPHEN ORALLY DISINTEGRATING TABLETS RAPID DISSOLVING TABLETS (IMMEDIATE RELEASE 80MG)
Product Development, 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
Right of First Refusal and Co-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.

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.

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.

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”).

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”).

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