LOAN AGREEMENT


 


 


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.


 


Recitals


 


WHEREAS,
this Agreement applies to the term loan in the amount of $500,001.00 made of even date herewith (the "Loan") as evidenced
by that certain Term Loan Promissory Note of even date herewith by Borrower in favor of Lender, as may be modified from time to
time (whether one or more, the "Note"), and all Loan Documents. All capitalized terms not otherwise defined herein shall
have the meanings as set forth in the Note.


 


NOW
THEREFORE, relying upon the covenants, agreements, representations and warranties contained in this Agreement, Lender is willing
to extend credit to Borrower upon the terms and subject to the conditions set forth herein, and Lender and Borrower agree as follows:


 


REPRESENTATIONS. Borrower represents that from
the date of this Agreement and until final payment in full of the Obligations:


 


		a.	Accurate
                                                                 Information. All information now and hereafter furnished
                                                                 to Lender is and will be true, correct and complete in all material
                                                                 respects. Any such information relating to Borrower's financial
                                                                 condition will accurately reflect Borrower's financial condition
                                                                 as of the date(s) thereof (including all contingent liabilities
                                                                 of every type), and Borrower further represents that its financial
                                                                 condition has not materially adversely changed since the date(s)
                                                                 of such documents.



 


		b.	Authorization;
                                                                                    Non-Contravention. The execution, delivery
                                                                                    and performance by Borrower and any guarantor,
                                                                                    as applicable, of this Agreement and other
                                                                                    Loan Documents to which it is a party are
                                                                                    within its power, have been duly authorized
                                                                                    as may be required and, if necessary, by making
                                                                                    appropriate filings with any governmental
                                                                                    agency or unit and are the legal, binding,
                                                                                    valid and enforceable obligations of Borrower
                                                                                    and any guarantors; and do not (i) contravene,
                                                                                    or constitute (with or without the giving
                                                                                    of notice or lapse of time or both) a violation
                                                                                    of any provision of applicable law, a violation
                                                                                    of the organizational documents of Borrower
                                                                                    or any guarantor, or a default under any agreement,
                                                                                    judgment, injunction, order, decree or other
                                                                                    instrument binding upon or affecting Borrower
                                                                                    or any guarantor, (ii) result in the creation
                                                                                    or imposition of any lien (other than the
                                                                                    lien(s) created by the Loan Documents) on
                                                                                    any of Borrower's or any guarantor's assets,
                                                                                    or (iii) give cause for the acceleration of
                                                                                    any obligations of Borrower or any guarantor
                                                                                    to any other creditor.





 


		c.	Asset
                                                                                                                               Ownership.
                                                                                                                               Borrower
                                                                                                                               has
                                                                                                                               good
                                                                                                                               and
                                                                                                                               marketable
                                                                                                                               title
                                                                                                                               to
                                                                                                                               all
                                                                                                                               of
                                                                                                                               the
                                                                                                                               properties
                                                                                                                               and
                                                                                                                               assets
                                                                                                                               reflected
                                                                                                                               on
                                                                                                                               the
                                                                                                                               balance
                                                                                                                               sheets
                                                                                                                               and
                                                                                                                               financial
                                                                                                                               statements
                                                                                                                               supplied
                                                                                                                               Lender
                                                                                                                               by
                                                                                                                               Borrower,
                                                                                                                               and
                                                                                                                               all
                                                                                                                               such
                                                                                                                               properties
                                                                                                                               and
                                                                                                                               assets
                                                                                                                               are
                                                                                                                               free
                                                                                                                               and
                                                                                                                               clear
                                                                                                                               of
                                                                                                                               mortgages,
                                                                                                                               security
                                                                                                                               deeds,
                                                                                                                               pledges,
                                                                                                                               liens,
                                                                                                                               charges,
                                                                                                                               and
                                                                                                                               all
                                                                                                                               other
                                                                                                                               encumbrances,
                                                                                                                               except
                                                                                                                               as
                                                                                                                               otherwise
                                                                                                                               disclosed
                                                                                                                               to
                                                                                                                               Lender
                                                                                                                               by
                                                                                                                               Borrower
                                                                                                                               in
                                                                                                                               writing
                                                                                                                               and
                                                                                                                               approved
                                                                                                                               by
                                                                                                                               Lender
                                                                                                                               ("Permitted
                                                                                                                               Liens").
                                                                                                                               To
                                                                                                                               Borrower's
                                                                                                                               knowledge,
                                                                                                                               no
                                                                                                                               default
                                                                                                                               has
                                                                                                                               occurred
                                                                                                                               under
                                                                                                                               any
                                                                                                                               Permitted
                                                                                                                               Liens
                                                                                                                               and
                                                                                                                               no
                                                                                                                               claims
                                                                                                                               or
                                                                                                                               interests
                                                                                                                               adverse
                                                                                                                               to
                                                                                                                               Borrower's
                                                                                                                               present
                                                                                                                               rights
                                                                                                                               in
                                                                                                                               its
                                                                                                                               properties
                                                                                                                               and
                                                                                                                               assets
                                                                                                                               have
                                                                                                                               arisen.




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		d.	Discharge
                                                                 of Liens and Taxes. Borrower has duly filed, paid and/or
                                                                 discharged all taxes or other claims that may become a lien on
                                                                 any of its property or assets, except to the extent that such
                                                                 items are being appropriately contested in good faith and an
                                                                 adequate reserve for the payment thereof is being maintained.



 


		e.	Sufficiency
                                                                 of Capital. Borrower is not, and after consummation of this
                                                                 Agreement and after giving effect to all indebtedness incurred
                                                                 and liens created by Borrower in connection with the Note and
                                                                 any other Loan Documents, will not be, insolvent within the meaning
                                                                 of 11 U.S.C. § 101, as in effect from time to time.



 


		f.	Compliance
with Laws. Borrower and any subsidiary and affiliate of Borrower and any guarantor are in compliance in all material respects
with all federal, state and local laws, rules and regulations applicable to its properties, operations, business, and finances,
including, without limitation, all applicable federal, state and local laws and regulations intended to protect the environment;
and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable. None of Borrower, or any
subsidiary or affiliate of Borrower or any guarantor is a Sanctioned Person or has any of its assets in a Sanctioned Country or
does business in or with, or derives any of its operating income from investments in or transactions with, Sanctioned Persons
or Sanctioned Countries in violation of economic sanctions administered by OFAC. The proceeds from the Loan will not be used to
fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned
Country. "OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control. "Sanctioned
Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/
programs/index.shtml, or as otherwise published from time to time. "Sanctioned Person" means
(i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofacidsn/index.shtml,
or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization
controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country to the extent subject to a sanctions program
administered by OFAC.



 


		g.	Organization
                                                                                                and Authority. Borrower is
                                                                                                duly created, validly existing
                                                                                                and in good standing under the
                                                                                                laws of the state of its organization,
                                                                                                and has all powers, governmental
                                                                                                licenses, authorizations, consents
                                                                                                and approvals required to operate
                                                                                                its business as now conducted.
                                                                                                Borrower is duly qualified, licensed
                                                                                                and in good standing in each jurisdiction
                                                                                                where qualification or licensing
                                                                                                is required by the nature of its
                                                                                                business or the character and
                                                                                                location of its property, business
                                                                                                or customers, and
                                                                                                in
                                                                                                which the failure to so qualify
                                                                                                or be licensed, as the case may
                                                                                                be, in the aggregate, could have
                                                                                                a material adverse effect on the
                                                                                                business, financial position,
                                                                                                results of operations, properties
                                                                                                or prospects of Borrower.




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		h.	No Litigation.
                                                                                    There are no pending or threatened suits,
                                                                                    claims or demands against Borrower.



 


		i.	Indemnity.
                                                                 Borrower will indemnify Lender and its affiliates from and against
                                                                 any losses, liabilities, claims, damages, penalties or fines
                                                                 imposed upon, asserted or assessed against or incurred by Lender
                                                                 arising out of the inaccuracy or breach of any of the representations
                                                                 contained in this Agreement or any other Loan Documents.



 


AFFIRMATIVE COVENANTS.
Borrower agrees that from the date hereof and until final payment in full of the Obligations, unless Lender shall otherwise consent
in writing, Borrower will:


 


		a.	Access
                                                                 to Books and Records. Allow Lender, or its agents, during
                                                                 normal business hours, access to the books, records and such
                                                                 other documents of Borrower as Lender shall reasonably require,
                                                                 and allow Lender, at Lender's expense, to inspect, audit and
                                                                 examine the same and to make extracts therefrom and to make copies
                                                                 thereof.



 


		b.	Accounts
                                                                 Payable Aging. Borrower shall deliver to Lender, from time
                                                                 to time hereafter but not less than quarterly within thirty (30)
                                                                 days of the end of each such period, a detailed payables report
                                                                 including aging of payables by total, vendor names and addresses,
                                                                 a reconciliation statement, and the original date of each invoice.



 


		c.	Accounts
                                                                 Receivable Aging. Borrower shall deliver to Lender, from
                                                                 time to time hereafter but not less than quarterly within thirty
                                                                 (30) days of the end of each such period, a detailed receivables
                                                                 report including totals, customer names and addresses, a reconciliation
                                                                 statement, and the original date of each invoice.



 


		d.	Business
                                                                 Continuity. Conduct its business in substantially the same
                                                                 manner and locations as such business is now and has previously
                                                                 been conducted.



 


		e.	Compliance
                                                                 with Other Agreements. Comply with all terms and conditions
                                                                 contained in this Agreement, and any other Loan Documents.



 


		f.	Estoppel
                                                                 Certificates. Furnish, within fifteen (15) days after request
                                                                 by Lender, a written statement, duly acknowledged, of the amount
                                                                 due under the Loan and whether offsets or defenses exist against
                                                                 the Obligations.



 


		g.	Insurance.
                                                                 Maintain adequate insurance coverage with respect to its properties
                                                                 and business against loss or damage of the kinds and in the amounts
                                                                 customarily insured against by companies of established reputation
                                                                 engaged in the same or similar businesses including, without
                                                                 limitation, product liability insurance in the amount of Five
                                                                 Million Dollars ($5,000,000.00).



 



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		h.	Maintain Properties.
Maintain, preserve and keep its property in good repair, working order and condition, making all replacements, additions and
improvements thereto necessary for the proper conduct of its business, unless prohibited by the Loan Documents.



 


		i.	Non-Default Certificate. Borrower shall deliver to Lender, with the
Financial Statements required below, a certificate signed by a principal financial officer of Borrower, in the form of Exhibit
A attached hereto, warranting that no "Default" as specified in the Loan Documents nor any event which, upon the
giving of notice or lapse of time or both, would constitute such a Default, has occurred and demonstrating Borrower's compliance
with the financial covenants contained herein.



 


		j.	Notice
                                                                 of Default and Other Notices. (A) Notice of Default. Furnish
                                                                 to Lender immediately upon becoming aware of the existence of
                                                                 any condition or event which constitutes a Default (as defined
                                                                 in the Loan Documents) or any event which, upon the giving of
                                                                 notice or lapse of time or both, may become a Default, written
                                                                 notice specifying the nature and period of existence thereof
                                                                 and the action which Borrower is taking or proposes to take with
                                                                 respect thereto. (B) Other Notices. Promptly notify Lender
                                                                 in writing of (i) any material adverse change in its financial
                                                                 condition or its business; (ii) any default under any material
                                                                 agreement, contract or other instrument to which it is a party
                                                                 or by which any of its properties are bound, or any acceleration
                                                                 of the maturity of any indebtedness owing by Borrower; (iii)
                                                                 any material adverse claim against or affecting Borrower or any
                                                                 part of its properties; (iv) the commencement of, and any material
                                                                 determination in, any litigation with any third party or any
                                                                 proceeding before any governmental agency or unit affecting Borrower;
                                                                 and (v) at least thirty (30) days prior thereto, any change in
                                                                 Borrower's name or address as shown above, and/or any change
                                                                 in Borrower's structure. (C) Other Financial Information.
                                                                 Deliver promptly such other information regarding the operation,
                                                                 business affairs, and financial condition of Borrower which Lender
                                                                 may reasonably request.



 


		k.	Payment of Debts. Pay and discharge when due, and before subject
to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities
of whatever nature or amount, except those which Borrower in good faith disputes.



 


		l.	Reports and Proxies. Deliver to Lender, promptly, a copy of all financial
statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required
to be filed by Borrower with any governmental agency or authority.



 


NEGATIVE COVENANTS. Borrower
agrees that from the date hereof and until final payment in full of the Obligations, unless Lender shall otherwise consent in writing
(which consent, for purposes of this paragraph, shall be deemed to be given if Lender's representative on the Board of Directors
of Borrower gives his approval in connection with action by the Board of Directors on the applicable matter), Borrower will not:



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		a.	
Change in Fiscal Year. Change its fiscal year.



 


		b.	Change of Control. Make or suffer a change of ownership that effectively
changes control of Borrower from current ownership, excluding the proposed acquisition of Marlex Pharmaceuticals Inc. (including
the conversion of existing notes and/or equity financing in connection with such acquisition).



 


		c.	Encumbrances. Create, assume, or permit to exist any mortgage, security
deed, deed of trust, pledge, lien, charge or other encumbrance by the Company or on any of its assets, whether now owned or hereafter
acquired, other than: (i) security interests required by the Loan Documents; or (ii) liens for taxes contested in good faith, excluding
(i) the existing lien on accounts receivable pursuant to that certain Factoring and Security Agreement, dated as of April 16, 2010
and amended on May 25, 2012, between the borrower and United Capital Funding Corporation and (ii) the lien that may be granted
to the Senior Lender pursuant to a subsequent factoring facility.



 


		d.	Guarantees. Guarantee or otherwise become responsible for obligations
of any other person or persons, other than the endorsement of checks and drafts for collection in the ordinary course of business.



 


		e.	Investments. Purchase any stock, securities, or evidence of indebtedness
of any other person or entity except investments in (i) Marlex Pharmaceuticals, Inc. or (ii) direct obligations of the United States
Government and certificates of deposit of United States commercial banks having a tier 1 capital ratio of not less than 6% and
then in an amount not exceeding 10% of the issuing Lender's unimpaired capital and surplus.



 


		f.	Default on Other Contracts or Obligations. Default on any material
contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred
for money borrowed.



 


		f.	Government Intervention. Permit the assertion or making of any seizure,
vesting or intervention by or under authority of any governmental entity, as a result of which the management of Borrower or any
guarantor is displaced of its authority in the conduct of its respective business or such business is curtailed or materially impaired.



 


		g.	Judgment Entered. Permit the entry of any monetary judgment or the
assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property
of or debts due over $25,000.00 in the aggregate.



 


		i.	Prepayment of Other Debt. Retire any long-term debt entered into
prior to the date of this Agreement at a date in advance of its legal obligation to do so, excluding the notes currently held by
Jim and Joanne Speers, and Leon Hurst.



 


	j.		Retire or Repurchase Capital Stock. Retire or
otherwise acquire any of its capital stock.



 



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ANNUAL FINANCIAL STATEMENTS.
Borrower shall deliver to Lender, within sixty (60) days after the close of each fiscal year, audited financial statements
reflecting its operations during such fiscal year, including, without limitation, a balance sheet, profit and loss statement and
statement of cash flows, with supporting schedules; all on a consolidated basis with respect to Borrower and its subsidiaries,
affiliates and parent or holding company, as applicable, and in reasonable detail, prepared in conformity with generally accepted
accounting principles, applied on a basis consistent with that of the preceding year. If audited statements are required, all such
statements shall be examined by an independent certified public accountant reasonably acceptable to Lender. The opinion of such
independent certified public accountant shall not be acceptable to Lender if qualified due to any limitations in scope imposed
by Borrower or any other person or entity. Any other qualification of the opinion by the accountant shall render the acceptability
of the financial statements subject to Lender's approval.


 


PERIODIC FINANCIAL STATEMENTS.
Borrower shall deliver to Lender, within forty-five (45) days after the end of each fiscal quarter (other than the fourth fiscal
quarter), unaudited management-prepared quarterly financial statements including, without limitation, a balance sheet, profit and
loss statement and statement of cash flows, with supporting schedules; all on a consolidated basis with respect to Borrower and
its subsidiaries, affiliates and parent or holding company, as applicable, all in reasonable detail and prepared in conformity
with generally accepted accounting principles, applied on a basis consistent with that of the preceding year. Such statements shall
be certified as to their correctness by a principal financial officer of Borrower and in each case, if audited statements are required,
subject to audit and year-end adjustments. Borrower shall deliver to Lender such other information as Lender may reasonably request
from time to time, including without limitation, financial statements and information pertaining to Borrower's financial condition.
Such information shall be true, complete, and accurate.


 


MONTHLY
SALES REPORTS. Borrower shall deliver to Lender, within ten (10) days after the end of
each calendar month, unaudited management-prepared sales and revenue reports with respect to such month's Rapi Meds Sales Amount
for Borrower and its subsidiaries, affiliates and parent or holding company, as applicable, all in reasonable detail and prepared
in conformity with generally accepted accounting principles. Such reports shall be certified as to their correctness by a principal
financial officer of Borrower.


 


FINANCIAL COVENANTS.
Borrower agrees to the following provisions from the date hereof until final payment in full of the Obligations, unless Lender
shall otherwise consent in writing:


 


		a.	Limitation on Debt. Borrower shall not, directly or indirectly, create,
incur, assume or become liable for any additional indebtedness, whether contingent or direct without prior written consent of the
Lender, with the exception of indebtedness incurred in the ordinary course of business, not to exceed $50,000, and that certain
$1,250,000 revolving credit facility from US Capital Partners, LLC and that certain $500,000 term loan facility from US Capital
Partners, LLC, or an alternative lender of similar quality, each issued to Borrower on or about even date herewith.




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		b.	Dividends.
                                                                                                                               Except
                                                                                                                               for
                                                                                                                               dividends
                                                                                                                               and
                                                                                                                               distributions
                                                                                                                               paid
                                                                                                                               to
                                                                                                                               the
                                                                                                                               holder
                                                                                                                               of
                                                                                                                               the
                                                                                                                               outstanding
                                                                                                                               shares
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Borrower's
                                                                                                                               Series
                                                                                                                               A
                                                                                                                               Preferred
                                                                                                                               Stock,
                                                                                                                               Borrower
                                                                                                                               shall
                                                                                                                               not,
                                                                                                                               during
                                                                                                                               any
                                                                                                                               fiscal
                                                                                                                               year,
                                                                                                                               declare
                                                                                                                               or
                                                                                                                               pay
                                                                                                                               dividends
                                                                                                                               or
                                                                                                                               make
                                                                                                                               other
                                                                                                                               distributions
                                                                                                                               to
                                                                                                                               its
                                                                                                                               shareholders
                                                                                                                               without
                                                                                                                               prior
                                                                                                                               written
                                                                                                                               consent
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Lender.



 


SECURITY
INTEREST. Subject to the existing lien on accounts receivable pursuant to that certain Factoring and Security Agreement, dated
as of April 16, 2010 and amended on May 25, 2012, between the borrower and United Capital Funding Corporation, Borrower hereby
grants to Lender, to secure the payment and performance in full of all of the Obligations, a security interest in and pledges and
assigns to Lender the following (all of the same being hereinafter called the "Collateral"): All assets of the Borrower
presently existing and wherever located, including but not limited to: (a) all accounts, chattel paper (including tangible and
electronic chattel paper), deposit accounts, documents, equipment, general intangibles (including payment intangibles and software),
instruments, inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including
returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money,
and all of Borrower's books and records with respect to any of the foregoing, and the computers and equipment containing said books
and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds,
and all supporting obligations and the security therefor or for any right to payment. Upon request by Borrower after securing a
senior lender ("Senior Lender") providing accounts receivable financing in an amount no less than One Million
Seven Hundred and Fifty Thousand and 00/100 Dollars ($1,750,000.00), Lender shall enter into a subordination agreement and intercreditor
agreement in form reasonably acceptable to Lender with respect to the Collateral, provided that (i) Borrower is not in default
hereunder at the time of such request and (ii) Lender shall retain a senior lien on all tooling and equipment purchased by Borrower's
contract manufacturer on Borrower's behalf located at the Capricorn Pharma, Inc. facility located at 6900 English Muffin Way, Unit
A, Frederick, MD 21703, as detailed on Exhibit C attached hereto.


 


AUTHORIZATION
TO FILE FINANCING STATEMENTS. Borrower hereby irrevocably authorizes Lender at any time and from time to time to file in any
filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto or continuations
thereof that (a) indicate the Collateral (i) as all assets of the Borrower or words of similar effect, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or
such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required
by part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction for the sufficiency or filing office
acceptance of any financing statement or amendment, including whether the Borrower is an organization, the type of organization
and any organizational identification number issued to the Borrower. Borrower agrees to furnish any such information to Lender
promptly upon the Lenders request.


 


NOTICES.
All notices or other written communications hereunder or under any other Loan Document shall be deemed to have been properly
given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof,
or (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, addressed
as follows:



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	If to Borrower:	ScripsAmerica, Inc.

77 McCullough Drive, Suite 7

 New Castle, Delaware 19720
	 	 
	 	 
	If to Lender: 	Development 72, LLC

 2090 Palm Beach Lakes Boulevard, Suite 701 

West Palm Beach, FL 33409


 


 


or addressed as such party
may from time to time designate by written notice to the other parties.


 


CONDITIONS
PRECEDENT. The obligations of Lender to make the loan and any advances pursuant to this Agreement are subject to the receipt
by Lender of such additional supporting documents as Lender or its counsel may reasonably request.


 


 


LIMITATION
ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING LENDER BY ACCEPTANCE HEREOF, AGREES THAT IN
ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE
IN ANYWAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS
EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1)
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE
PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE
IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY
OR OTHERWISE.



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IN WITNESS WHEREOF, Borrower and Lender,
on the day and year first written above, have caused this Loan Agreement to be duly executed under seal.


 


	 	BORROWER:
	 	 
	 	SCRIPSAMERICA, INC., a Delaware corporation
	 	 
		 
	 	By:      /s/Robert Schneiderman
	 	Name:  Robert Schneiderman 
	 	Title:    Chief Executive Officer
	 	 
	 	 
	 	 
	 	LENDER:
	 	 
	 	DEVELOPMENT 72, LLC, a Delaware limited liability company
	 	 
	 	 
	 	 
	 	By: /s/Andrius Pranskevicius
	 	       Andrius Pranskevicius, Manager


 


 


 


 


 


 


 



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EXHIBIT
A


 


NON-DEFAULT CERTIFICATE


 


In accordance with the terms of the Loan Documents
dated August 15, 2012 by and between


Development 72, LLC
and ScripsAmerica, Inc., I hereby certify that:


 


 


	1.		I am a principal financial officer of ScripsAmerica, Inc.;



 


	2.		The enclosed financial statements are prepared in accordance with generally accepted
accounting principles;





 


	3.		No Default (as defined in the Loan Documents) or any event which, upon the giving
of notice or lapse of time or both, would constitute such a Default, has occurred.





 


	 	BORROWER:
	 	 
	 	SCRIPSAMERICA, INC., a Delaware corporation
	 	 
	 	 
	 	By:     /s/Robert Schneiderman
	 	Name: Robert Schneiderman
	 	Title: CEO
	 	 
	 	Date: 8/15/12


 


 


 


 


 


 


 


 


 


 


 



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Exhibit B


 


Monthly Amortization
Schedule


 


 


The monthly payment
will be $12,442.55. The breakdown of each of the 48 monthly payments are listed below.


 


 


	
        Payment

         

        1
	
        Monthly Payment

         

        $12,442.55
	
        Principal Paid

         

          $8,692.54
	
        Interest Paid

         

        $3,750.01
	
        Remaining Balance

         

        $491,308.46

	2	$12,442.55	  $8,757.73	$3,684.81	$482,550.73
	3	$12,442.55	  $8,823.42	$3,619.13	$473,727.31
	4	$12,442.55	  $8,889.59	$3,552.95	$464,837.72
	5	$12,442.55	  $8,956.26	$3,486.28	$455,881.46
	6	$12,442.55	  $9,023.44	$3,419.11	$446,858.02
	7	$12,442.55	  $9,091.11	$3,351.44	$437,766.91
	8	$12,442.55	  $9,159.29	$3,283.25	$428,607.62
	9	$12,442.55	  $9,227.99	$3, 214.56	$419,379.63
	10	$12,442.55	  $9,297.20	$3,145.35	$410,082.43
	11	$12,442.55	  $9,366.93	$3,075.62	$400,715.50
	12	$12,442.55	  $9,437.18	$3,005.37	$391,278.32
	13	$12,442.55	  $9,507.96	$2,934.59	$381,770.36
	14	$12,442.55	  $9,579.27	$2,863.28	$372,191.10
	15	$12,442.55	  $9,651.11	$2,791.43	$362,539.98
	16	$12,442.55	  $9,723.50	$2,719.05	$352,816.49
	17	$12,442.55	  $9,796.42	$2,646.12	$343,020.06
	18	$12,442.55	  $9,869.90	$2,572.65	$333,150.17
	19	$12,442.55	  $9,943.92	$2,498.63	$323, 206.25
	20	$12,442.55	$10,018.50	$2,424.05	$313,187.75
	21	$12,442.55	$10,093.64	$2,348.91	$303,094.11
	22	$12,442.55	$10,169.34	$2,273.21	$292,924.77
	23	$12,442.55	$10,245.61	$2,196.94	$282,679.16
	24	$12,442.55	$10,322.45	$2,120.09	$272,356.71
	25	$12,442.55	$10,399.87	$2,042.68	$261,956.84
	26	$12,442.55	$10,477.87	$1,964.68	$251,478.97
	27	$12,442.55	$10,556.45	$1,886.09	$240,922.51
	28	$12,442.55	$10,635.63	$1,806.92	$230,286.89
	29	$12,442.55	$10,715.39	$1,727.15	$219,571.49
	30	$12,442.55	$10,795.76	$1,646.79	$208,775.73
	31	$12,442.55	$10,876.73	$1,565.82	$197,899.01
	32	$12,442.55	$10,958.30	$1,484.24	$186,940.70
	33	$12,442.55	$11,040.49	$1,402.06	$175,900.21


 



    	11



    	 



    

 


 


	34	$12,442.55	$11,123.29	$1, 319.25	$164,776.92
	35	$12,442.55	$11,206.72	$1,235.83	$153,570.20
	36	$12,442.55	$11,290.77	$1,151.78	$142,279.43
	37	$12,442.55	$11,375.45	$1,067.10	$130,903.98
	38	$12,442.55	$11,460.77	   $981.78	$119,443.21
	39	$12,442.55	$11,546.72	   $895.82	$107,896.49
	40	$12,442.55	$11,633.32	   $809.22	  $96,263.17
	41	$12,442.55	$11,720.57	   $721.97	  $84, 542.59
	42	$12,442.55	$11,808.48	   $634.07	  $72,734.12
	43	$12,442.55	$11,897.04	   $545.51	  $60,837.08
	44	$12,442.55	$11,986.27	   $456.28	  $48,850.81
	45	$12,442.55	$12,076.16	   $366.38	  $36,774.64
	46	$12,442.55	$12,166.74	   $275.81	  $24,607.91
	47	$12,442.55	$12, 257.99	   $184.56	 $12,349.92
	48	$12,442.55	$12,349.92	      $92.62	           $0.00
	Totals	$597,242.21	$500,001.00	$97,241.21	 


 



    	12



    	 



    

 


Exhibit C


 


Tooling and Equipment




 


 


 


 


 


 


 


 


 


 






    	13