Loan and Acquisition Agreement between the Company and Marlex Pharmaceuticals Inc.

Contract Categories: Business Finance › Loan Agreements
Summary

This agreement documents a series of loans totaling $296,275 made by the Company to Marlex Pharmaceuticals Inc. The loan is unsecured, due on demand, and expected to be repaid within twelve months. If Marlex does not complete an acquisition with the Company within 90 days after certain conditions are met (with a possible 60-day extension), the loan becomes immediately due with 3.5% annual interest retroactive from the loan date. If the acquisition closes, the loan converts into a capital contribution to Marlex.

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EX-10.18 2 scrips_ex1018.htm MARLEX AGREEMENT scrips_ex1018.htm
Exhibit 10.18
 
In May and June 2011 (the “Loan Date”), the Company made a series of loans in the aggregate amount of $296,275 (collectively, the “Loan”) to Marlex Pharmaceuticals Inc. (“Marlex”).  The Loan is due on demand and is unsecured.  The management of Marlex has given its assurances that the Loan will be repaid within twelve months of the date the Company made the Loan to Marlex.
 
If Marlex neglects, fails or refuses to close on the Company’s acquisition of Marlex within ninety (90) days after the Trigger Event (as defined below) occurs (subject to an extension of up to 60 days in the event that the Company requires time to meet filing requirements of the SEC), then the Loan shall become immediately due and payable with 3.5% simple interest per annum accrued retroactively from the Loan Date.
 
For the purposes of the loan, the “Trigger Event” is the date on which the last of the following events occur:
 
(i) the Company’s registration statement on Form S-1 (SEC File No. 333-174831) is declared effective;
 
(ii) Marlex delivers to the Company a valuation of Marlex’s business prepared by a business valuation expert; and
 
(iii) Marlex delivers 2010 audited financial statements along with unaudited financial statements for the most recent interim period.
 
If the Company closes its acquisition of Marlex, then at such closing the Loan will be converted into a capital contribution to Marlex by the Company.