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Replies to post #11852 on ScripsAmerica Inc. (SCRCQ)
10/29/13 10:51 PM
AGREEMENT
THIS AGREEMENT (this “ Agreement ”) is made effective as of October 10, 2013 (the “ Effective Date ”), and is entered into by and between ScripsAmerica, Inc., a Delaware corporation (the “ Company ”), and GEM Global Yield Fund Limited, a company incorporated under the laws of the Cayman Islands (“ Investor ”).
WITNESSETH:
WHEREAS , Investor and Steven Urbanski (the “ Lender ”) have entered into a Share Lending Agreement, dated as of the date hereof (the “ Share Lending Agreement ”), pursuant to which Lender may lend to Investor shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”); and
WHEREAS , in connection with the Share Lending Agreement, the Company and Borrower desire that, upon the terms and subject to the conditions contained in one or more Subscription Agreements to be entered into between the Company and Investor (the “ Subscription Agreements ”), the Company may sell to Investor (or any of its affiliates), and Investor (or any of its affiliates) may purchase from the Company, in a private placement offering at any time shares of Common Stock in the aggregate of up to the Maximum Limit (as defined below), at a price per Common Share to be negotiated between the Company and Investor, in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission.
