EXHIBIT 10.20




 





No.:
GEM-___


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”),
AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED
UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY ONLY BE EXERCISED
BY A PERSON WHO QUALIFIES AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE ACT.


 


SCRIPSAMERICA, INC.


 


COMMON STOCK PURCHASE WARRANT


 


	Number of Shares: 1,000,000 	Issuance Date:          January [l], 2014


 


FOR VALUE RECEIVED,
the undersigned, ScripsAmerica, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”
and the “Company”), hereby certifies that GEM Global Yield Fund Limited (“GEM”) or its registered assigns
is entitled to subscribe for and purchase, during the Term (as hereinafter defined), in accordance with the terms of this Warrant,
up to one million (1,000,000) shares (“Shares”) of the duly authorized, validly issued, fully paid and non-assessable
Common Stock of the Issuer, at a fixed exercise price per share of $0.41 (as such price may be adjusted from time to time as shall
result from the adjustments specified in Section 4 of this Warrant). Capitalized terms used in this Warrant and not otherwise defined
herein shall have the respective meanings specified in Section 9 hereof.


 


1.          Term.  The
term of this Warrant shall commence on January [l],
2014 and shall expire at 6:00 p.m., Eastern Time, on January [l],
2019 (such period being the “Term”); provided that if the Company fails to have the Warrant Registration Statement
(as defined in the Purchase Agreement) declared effective by the Commission on or before the Registration Effective Date (as defined
in the Purchase Agreement), the Term shall be extended by the number of days that elapse after the Registration Effective Date
until the Warrant Registration Statement is declared effective by the Commission.


 


2.          Vesting;
Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange; Automatic Cancellation of Warrant.


 


(a)          Time
of Exercise.  The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.


 






    	 



    	 



    

 


(b)          Method
of Exercise.  The Holder hereof may exercise this Warrant, in whole or in part, by the surrender of this Warrant
(with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer
of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number
of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election
by certified or official bank check or by wire transfer to an account designated by the Issuer.


 


(c)          Issuance
of Stock Certificates.  In the event of any exercise of this Warrant in accordance with and subject to the terms
and conditions hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding five (5) Business Days after such exercise (the “Delivery
Date”) or, at the request of the Holder (provided that a registration statement under the Securities Act (as defined below)
providing for the resale of the Warrant Stock being purchased is then in effect or that such Warrant Stock are otherwise exempt
from registration), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf
via the Deposit Withdrawal Agent Commission System (“DWAC”) on or before the Delivery Date (if the Corporation is
eligible for DWAC services at such time), and the Holder hereof shall be deemed for all purposes to be the holder of the shares
of Warrant Stock so purchased as of the date of such exercise, and, unless this Warrant has been fully exercised or expired, a
new warrant having the same terms as this Warrant and representing the remaining portion of such shares, if any, with respect
to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof as soon as possible and in
any event within twenty (20) Business Days after such effective exercise.


 


(d)          Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.  In addition to any other rights available to
the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing
the Warrant Stock pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by
the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer
shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of
Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times (B) the price
at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate
the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise
and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required
to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect
of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer.  Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely
deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


 






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(e)          Transferability
of Warrant.  Subject to Section 2(f) hereof, this Warrant may be transferred by a Holder, in whole or in part, without
the consent of the Issuer.  If transferred pursuant to this paragraph, this Warrant may be transferred on the books of
the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office
of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer.  This Warrant is exchangeable at the principal
office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent
the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange.  All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except
as to the number of shares of Warrant Stock issuable pursuant thereto.


 


(f)          Continuing
Rights of Holder.  The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request
of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights
to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that
if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to
afford such rights to such Holder.


 


(g)          Compliance
with Securities Laws.


 


(i)          The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon
exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be
issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the
Securities Act and any applicable state securities laws.


 


(ii)          Except
as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the following form:


 


THIS WARRANT AND THE SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.


 






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(iii)          The
Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Stock, without the legend set forth above
if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing
the manner and terms of such transfer.  Such proposed transfer will not be effected until: (a) either (i) the Issuer
has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities
under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities
Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become
effective under the Securities Act, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such
registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides
the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either
(i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or qualification
under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition,
or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists
with respect thereto.  The Issuer will respond to any such notice from a holder within five (5) Trading Days.  In
the case of any proposed transfer under this Section 2(g), the Issuer will use reasonable efforts to comply with any such applicable
state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any
state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which
registration by coordination is unavailable to the Issuer.  The restrictions on transfer contained in this Section 2(g)
shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of
this Warrant.  Whenever a certificate representing the Warrant Stock is required to be issued to a the Holder without
a legend, in lieu of delivering physical certificates representing the Warrant Stock, the Issuer shall cause its transfer agent
to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder or Holder’s Prime Broker
with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Purchase Agreement).


 


(h)          Accredited
Investor Status.  In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited
investor” as defined in Regulation D under the Securities Act.


 






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(i)          Automatic Cancellation of Warrant. If the Closing Price of the Common Stock is equal to or greater than
one hundred sixty percent (160%) of the Warrant Price for twenty-two (22) consecutive Trading Days, then this Warrant shall automatically
be cancelled at 6:00 p.m., Eastern Time, on the thirtieth (30th) calendar day after the Company delivers written notice
of such cancellation to the Holder at the address provided by the Holder to the Company (the “Cancellation Date”);
provided, however, that the Holder may exercise this Warrant in accordance with this Section 2 on or before the Cancellation Date.


 


3.          Stock
Fully Paid; Reservation and Listing of Shares; Covenants.


 


(a)          Stock
Fully Paid.  The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be
issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant,
be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through
the Issuer.  The Issuer further covenants and agrees that during the period within which this Warrant may be exercised,
the Issuer will at all times have authorized and reserved for the purpose of the issuance upon exercise of this Warrant a number
of authorized but unissued shares of Common Stock equal to at least one hundred fifty (150%) of the number of shares of Common
Stock issuable upon exercise of this Warrant without regard to any limitations on exercise.


 


(b)          Reservation.  If
any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any Governmental Authority under any federal or state law before such shares may be
so issued, the Issuer will in good faith use its reasonable best efforts at its expense to cause such shares to be duly registered
or qualified.  If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, and maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time
issued upon exercise of this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been registered pursuant
to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities
exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common
Stock shall be so listed.  The Issuer will also so list on each securities exchange or market, and will maintain such
listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.


 


(c)          Covenants.  The
Issuer shall not by any action including, without limitation, amending the Certificate of Incorporation or the Bylaws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof.  Without limiting the generality of the foregoing, the Issuer will (i) not
permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision
of the Certificate of Incorporation or Bylaws of the Issuer in any manner that would adversely affect the rights of the Holder,
(iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and
nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided
herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its
obligations under this Warrant.


 






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(d)          Loss,
Theft, Destruction of Warrant.  Upon receipt of evidence satisfactory to the Issuer of the ownership of and the
loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like
tenor and representing the right to purchase the same number of shares of Common Stock.


 


(e)          Payment
of Taxes.  The Issuer will pay any documentary stamp taxes attributable to the initial issuance of the Warrant Stock
issuable upon exercise of this Warrant; provided, however, that the Issuer shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issuance or delivery of any certificates representing Warrant Stock
in a name other than that of the Holder in respect to which such shares are issued.


 


4.          Adjustment
of Warrant Price.  The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant
shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any
event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth
in Section 5.


 


(a)          Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale.


 


(i)          In
case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate
or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation
or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or
surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or
exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties
or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the
case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock
that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant,
the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event,
to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take
into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation
of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including
the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments
(subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section
4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event
and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and
the adjusted Warrant Price.  Upon the Holder’s request, the continuing or surviving corporation as a result of
such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number
of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).  Notwithstanding
the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event
is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted
on a national securities exchange, national automated quotation system or the OTC Bulletin Board.  In the event that
the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange
Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC
Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the
value of this Warrant calculated in accordance with the Black-Scholes formula.


 






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(ii)          In
the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Triggering Event and has also
elected not to receive shares of Common Stock pursuant to the provisions of Section 4(a)(i) above, so long as the surviving entity
pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and
its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin
Board, the surviving entity and/or each Person (other than the Issuer) which may be required to deliver any Securities, cash or
property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive
the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any
continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash
or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and
the surviving entity and/or each such Person shall have similarly delivered to such Holder an opinion of counsel for the surviving
entity and/or each such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written
acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter
continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection
(a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required
to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.


 


(b)          Stock
Dividends, Subdivisions and Combinations.  If at any time the Issuer shall:


 


(i)          make
or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable
in, or other distribution of, shares of Common Stock,


 


(ii)         subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock,
or


 


(iii)        combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,


 


then (1) the number
of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening
of such event, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied
by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B)
the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment.


 


(c)          Certain
Other Distributions.  If at any time the Issuer shall make or issue or set a record date for the holders of all of
the Common Stock for the purpose of entitling them to receive any dividend or other distribution of:


 


(i)          cash,


 


(ii)         any
evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other
than cash, Common Stock Equivalents or shares of Common Stock), or


 






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(iii)        any
warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any
other securities or property of any nature whatsoever (other than cash, Common Stock Equivalents or shares of Common Stock),


 


then (1) the number
of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator
of which shall be the Per Share Market Value of Common Stock at the date of taking such record and (B) the denominator of which
shall be such Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable
and of the fair value (as determined in good faith by the Board of Directors of the Issuer and supported by an opinion from an
investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares
of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (2) the Warrant
Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock
for which this Warrant is exercisable immediately after such adjustment.  A reclassification of the Common Stock (other
than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and
shares of any other class of stock shall be deemed a distribution by the Issuer to the holders of its Common Stock of such shares
of such other class of stock within the meaning of this Section 4(c) and, if the outstanding shares of Common Stock shall be changed
into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision
or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4(b).


 


(d)          Other
Provisions Applicable to Adjustments Under This Section.  The following provisions shall be applicable to the making
of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect
provided for in this Section 4:


 


(i)          Fractional
Interests.  In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into
account to the nearest one one-hundredth (1/100th) of a share.


 


(ii)


 


(iii)        When
Adjustment Not Required.  If the Issuer shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution
to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights,
then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made
in respect thereof shall be rescinded and annulled.


 


(e)          Form
of Warrant After Adjustments.  The form of this Warrant need not be changed because of any adjustments in the Warrant
Price or the number and kind of Securities purchasable upon the exercise of this Warrant.


 






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(f)          Escrow
of Warrant Stock.  If after any property becomes distributable pursuant to this Section 4 by reason of the taking
of any record all of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and
the Holder exercises this Warrant, any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein)
and such shares or other property shall be held in escrow for the Holder by the Issuer to be issued to the Holder upon and to the
extent that the event actually takes place, upon payment of the Warrant Price.  Notwithstanding any other provision to
the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall
be cancelled by the Issuer and escrowed property returned.


 


5.          Notice
of Adjustments.  Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof
(for purposes of this Section 5, each an “adjustment”), the Issuer shall cause its Chief Financial Officer to prepare
and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination
hereunder), and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such
certificate to be delivered to the Holder of this Warrant promptly after each adjustment.  Any dispute between the Issuer
and the Holder of this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this
Warrant be submitted to a national or regional accounting firm reasonably acceptable to the Issuer and the Holder, provided that
the Issuer shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto, in
which case such Holder shall select another such firm and the Issuer shall have no such right of objection.  The firm
selected by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as
to such matters to the Issuer and such Holder within thirty (30) days after submission to it of such dispute.  Such opinion
shall be final and binding on the parties hereto.  The costs and expenses of the initial accounting firm shall be paid
equally by the Issuer and the Holder and, in the case of an objection by the Issuer, the costs and expenses of the subsequent accounting
firm shall be paid in full by the Issuer.


 


6.          Fractional
Shares.  No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu
of such fractional shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number
of shares.


 


7.          Ownership
Cap and Exercise Restriction.  Notwithstanding anything to the contrary set forth in this Warrant, at no time may
a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would
exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number
of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance
with Section 13(d) of the Exchange Act and the rules  thereunder) in excess of 4.99% of the then issued and outstanding
shares of Common Stock; provided, however, that upon a Holder of this Warrant providing the Issuer with sixty-one (61) days’
notice (pursuant to Section 13 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with
regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect
with regard to all or a portion of the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer
(pursuant to Section 13 hereof) that the Holder revokes the Waiver Notice; provided , further , that during the sixty-one (61)
day period prior to the expiration of the Term, the Holder may waive this Section 7 by providing a Waiver Notice at any time during
such sixty-one (61) day period.


 






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8.          [Reserved.]


 


9.          Definitions.  For
the purposes of this Warrant, the following terms have the following meanings:


 


“Board”
shall mean the Board of Directors of the Issuer.


 


“Capital Stock”
means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether
general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests
in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.


 


“Certificate
of Incorporation” means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter
from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable
law.


 


 “Closing
Price” shall mean the closing sale price of the Common Stock, as recorded by the Principal Market, on a particular day.


 


“Commission”
shall mean the United States Securities and Exchange Commission or any successor entity.


 


“Common Stock”
means the common stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter
be changed.


 


“Common Stock
Equivalent” means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional
Shares of Common Stock or any Convertible Security.


 


“Convertible
Securities” means evidences of indebtedness, shares of Capital Stock or other Securities which are or may be at any time
convertible into or exchangeable for Additional Shares of Common Stock.  The term “Convertible Security”
means one of the Convertible Securities.


 






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“Governmental
Authority” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.


 


“Holders”
mean the Persons who shall from time to time own any Warrant.  The term “Holder” means one of the Holders.


 


“Independent
Appraiser” means a nationally recognized or major regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that
is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns,
and which is not affiliated with either the Issuer or the Holder of any Warrant.


 


“Original Issue
Date” means January 14, 2014.


 


“OTC Bulletin
Board” means the over-the-counter electronic bulletin board.


 


“Other Common
Stock” means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this
Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the
Issuer without limitation as to amount.


 


“Outstanding
Common Stock” means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise,
conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable
or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.


 


“Person”
means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature.


 


“Per Share Market
Value” means on any particular date (a) the last Closing Price per share of the Common Stock on such date on a registered
national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the Closing Price
on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed or traded
then on any registered national stock exchange, the last Closing Price for a share of Common Stock in the over-the-counter market,
as reported by the OTC Bulletin Board or by Pink Sheets LLC (or similar organization or agency succeeding to its functions of reporting
prices) at the close of business on such date, or (c) if the Common Stock is not then publicly traded the fair market value of
a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Holder; provided, however, that
the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent
Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser;
and provided , further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends,
stock splits or other similar transactions during such period.  The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer
and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all
parties.  In determining the fair market value of any shares of Common Stock, no consideration shall be given to any
restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or
absence of, or any limitations on, voting rights.


 






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“Purchase Agreement”
means the Common Stock Purchase Agreement, dated as of the date hereof, between the Issuer and the GEM Global Yield Fund Limited.


 


“Securities”
means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable
for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security.  ”Security”
means one of the Securities.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute then in effect.


 


“Subsidiary”
means any corporation at least 50% of whose outstanding Voting Stock shall at the time be owned directly or indirectly by the Issuer
or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.


 


“Term”
has the meaning specified in Section 1 hereof.


 


“Trading Day”
means (a) a day on which the Common Stock is traded on a national securities exchange, or (b) if the Common Stock is not traded
on a national securities exchange, a day on which the Common Stock is quoted in the over-the-counter market as reported by the
OTC Bulletin Board or Pink Sheets LLC (or any similar organization or agency succeeding its functions of reporting prices); provided,
however, that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State
of New York are authorized or required by law or other government action to close.


 


“Voting Stock”
means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) having ordinary
voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation,
other than Capital Stock having such power only by reason of the happening of a contingency.


 






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“Warrant Price”
means $0.41.


 


“Warrant Share
Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise
of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the
terms hereof.


 


“Warrant Stock”
means Common Stock issuable upon exercise of this Warrant.


 


10.          Other
Notices.  In case at any time:


 


	 	(A)	the Issuer shall make any distributions to the holders of Common Stock; or
	 	(B)	the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or
	 	(C)	there shall be any reclassification of the Capital Stock of the Issuer; or
	 	(D)	there shall be any capital reorganization by the Issuer; or
	 	(E)	there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or
	 	(F)	there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock;


 


then, in each of such
cases, the Issuer shall, to the extent permitted by law, give written notice to the Holder of the date on which (i) the books of
the Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.  Such
notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution
or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the
case may be.  To the extent permitted by law, such notice shall be given at least twenty (20) days prior to the action
in question and not less than five (5) days prior to the record date or the date on which the Issuer’s transfer books are
closed in respect thereto.  This Warrant entitles the Holder to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Common Stock.


 






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11.          Amendment
and Waiver.  Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith
may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument
or written instruments executed by the Issuer and the Holder.


 


12.          Governing
Law; Jurisdiction.  This Warrant shall be governed by and construed in accordance with the internal laws of the
State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the
substantive law of another jurisdiction.  This Warrant shall not be interpreted or construed with any presumption against
the party causing this Warrant to be drafted.  The Issuer and the Holder agree that venue for any dispute arising under
this Warrant will lie exclusively in the state or federal courts located in New York, and the parties irrevocably waive any right
to raise forum non conveniens or any other argument that New York is not the proper venue.  The Issuer and the
Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York.  The Issuer
and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing in this Section 12 shall affect or limit any right to serve process
in any other manner permitted by law.  The Issuer and the Holder hereby agree that the prevailing party in any suit,
action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement
for reasonable legal fees from the non-prevailing party.  The parties hereby waive all rights to a trial by jury.


  


13.          Notices.  Any
notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall
be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur. The addresses for such communications shall be:


 


	If to the Issuer:	
        ScripsAmerica, Inc.

        Corporate Office Centre Tysons II

        1650 Tysons Boulevard, Suite 1580

        Tysons Corner, VA 22102

Attn: Robert Schneiderman, CEO 

	 	 
	with copies (which copies


shall not constitute notice)


to:

	Fox Law Offices, P.A.


561 NE Zebrina Senda


Jensen Beach, FL
34957


Telephone number: (772) 225-6435


Fax: (772) 225-6435 (call first)


Attention: Richard C. Fox, Esq.





 






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	If to the Holder:	GEM Global Yield Fund Limited


c/o CM Group


Commerce House


1 Bowring Road


Ramsey


Isle of Man


IM8 2LQ




	 	 
	with copies (which copies


shall not constitute notice)


to:

	Gottbetter & Partners, LLP


488 Madison Avenue, 12th Floor


New York, New York 10022


Telephone Number: (212) 400-6900


Fax: (212) 400-6901


Attention: Adam S. Gottbetter, Esq.





 


Any party hereto may
from time to time change its address for notices by giving written notice of such changed address to the other party hereto.


 


14.          Warrant
Agent.  The Issuer may, by written notice to each Holder of this Warrant, appoint an agent having an office in New
York, New York for the purpose of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of
Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such agent.


 


15.          Remedies.  The
Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to
the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms hereof or otherwise.


 


16.          Successors
and Assigns.  This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the
successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued
pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Stock.


 


17.          Modification
and Severability.  If, in any action before any court or agency legally empowered to enforce any provision contained
herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary
to make it enforceable by such court or agency.  If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall
be construed as if such unenforceable provision had never been contained herein.


 






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18.          Headings.  The
headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


 


19.          Registration Rights.  The Holder of this Warrant is entitled to the
benefit of certain registration rights with respect to the shares of Warrant Stock issuable upon the exercise of this Warrant
pursuant to the terms of the Purchase Agreement and the registration rights with respect to the shares of Warrant Stock issuable
upon the exercise of this Warrant by any subsequent Holder may only be assigned in accordance with the terms and provisions of
this Warrant and the Purchase Agreement.


 


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IN WITNESS WHEREOF,
the Issuer has executed this Warrant as of the day and year first above written.


 


 


	 	SCRIPSAMERICA, INC. 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	17



    	 



    

 


[Signature Page to Warrant]


NOTICE OF EXERCISE FORM


 


SCRIPSAMERICA, INC.


 


The undersigned _______________, pursuant
to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of covered by the within Warrant.


 


	 	 	___________________________

        (name)


	 	 	 
	Dated: _________________	Signature	___________________________
	 	 	 
	 	Address:	___________________________
	 	 	___________________________



 


Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________


 


The undersigned is
an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.


 


The undersigned intends
that payment of the Warrant Price shall be made as (check one):


 


Cash Exercise_______


 


Since the Warrant is
only exercisable via Cash Exercise, the Holder shall pay the sum of $________ by certified or official bank check (or via wire
transfer) to the Issuer in accordance with the terms of the Warrant.


 






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ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
_________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby
and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named
corporation.


 


	 	 	___________________________

        (name)


	 	 	 
	Dated: _________________	Signature	___________________________
	 	 	 
	 	Address:	___________________________
	 	 	___________________________







 


PARTIAL ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
_________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant
Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________,
attorney, to transfer that part of the said Warrant on the books of the within named corporation.


 


	 	 	___________________________

        (name)


	 	 	 
	Dated: _________________	Signature	___________________________
	 	 	 
	 	Address:	___________________________
	 	 	___________________________



 


FOR USE BY THE ISSUER ONLY:


 


This Warrant No. W-___
canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name
of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________.


 


 






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