EXHIBIT 10.19


 








SETTLEMENT AGREEMENT


(with Mutual General Release)


 


THIS SETTLEMENT AGREEMENT (this “Settlement Agreement”),
made this 14th day of January 2014 and to be effective as of such date, by and among:


 


The Parties of the First Part, being:


1. ScripsAmerica, Inc., a Delaware corporation with executive offices
at Corporate Office Center Tysons II, 1650 Tysons Boulevard, Suite 1580, Tyson Corner, VA 22102 (hereinafter “Scrips”);
and


2. Steve Urbanski, an adult individual residing at 1142 Bonnie Lane,
Mt. Pleasant, SC 29464 (hereinafter “Urbanski”);


AND


The Parties of the Second Part, being:


1. GEM Global Yield Fund Limited, a company organized under the
laws of the Cayman Islands and having a principal office at c/o CM Group, Commerce House, 1 Bowring Road, Ramsey, Isle of Man IM8
2LQ (hereinafter “GEM”); and


2. 590 Partners, LLC, a company with offices co-located with GEM
(hereinafter “590"); and


3. Global Emerging Markets and/or The GEM Group, with offices located
at 590 Madison Avenue, New York, New York 10022 (hereinafter “GEM Group”, and together with Scrips, Urbanski, GEM and
590, each a “Party” and collectively, the “Parties”);


 


WITNESSETH THAT:


WHEREAS, the various parties negotiated various
documents, such as a Share Lending Agreement dated as of October 10, 2013 (entered into between Urbanski and GEM) (the “Share
Lending Agreement”), a Common Stock Purchase Agreement (entered into between Scrips and GEM) (the “Common Stock Purchase
Agreement”), an Agreement dated as of October 10, 2013 (entered into between Scrips and GEM) and various other related agreements;


WHEREAS, some of the negotiated agreements were
reduced to writing and executed by the relevant parties; some of the negotiated agreements although reduced to writing were executed
by one party but not the other(s), while others remained as oral understandings, and some documents, although reduced to writing
and signed by at least one party were not delivered;


WHEREAS, as events have unfolded, certain disagreements
have arisen between the various parties e.g., Urbanski and GEM, and the parties desire to settle the disputes, to terminate
any and all arrangements between themselves, and to release one another from any and all obligations arising out of the referenced
agreements; and


WHEREAS, the parties desire, among other things,
to cancel the Common Stock Purchase Agreement and enter into a new Common Stock Purchase Agreement and related Warrants.


 


NOW, THEREFORE, in consideration of the mutual promises, covenants
and releases contained herein, and intending to be legally bound, the parties have agreed, and do hereby agree, as follows:


 






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1. (a) Upon the Parties performing all of the obligations and undertakings
pursuant to this Settlement Agreement, any and all memoranda, agreements, contracts, understandings and undertakings, written or
oral (“Documents”) by and between/among the parties hereto are, except as otherwise provided herein or to the extent
necessary to effectuate this Settlement Agreement, declared null and void, ab initio, and of no further effect. Any offers
and/or acceptances of any party, to any such Documents, are, except to the extent necessary to effectuate this Settlement Agreement,
withdrawn and revoked. No party, nor any associate, affiliate, parent or subsidiary of any party, shall have any right or duty
under any such Document, except to the extent necessary to effectuate this Settlement Agreement.


(b) The term “associate”, solely for purposes of this
Settlement Agreement, shall include, for Scrips, its administrators, predecessors, successors, assigns, affiliates, parents, subsidiaries,
officers, directors, employees, associated persons, attorneys, agents, contractors and representatives, and all persons acting
by, through and under each of them, including, without limitation, Robert Schneiderman and Jeffrey Andrews.


(c) The term “associate”, solely for purposes of this
Settlement Agreement, shall include, for Urbanski, his heirs, executors, administrators, predecessors, successors, assigns, affiliates,
employees, associated persons, attorneys, agents, contractors and representatives, and all persons acting by, through and under
each of them.


(d) The term “associate”, solely for purposes of this
Settlement Agreement, shall include for the Parties of the Second Part, their administrators, predecessors, successors, assigns,
affiliates, parents, subsidiaries, officers, directors, employees, associated persons, attorneys, agents, contractors and representatives,
and all persons acting by, through and under each of them, including, without limitation, Franco Scalamandre, Christopher Brown,
and Warren P. Baker.


 


2. (a) Pursuant to the Share Lending Agreement, Urbanski loaned
to GEM a total of 3,640,786 shares of the Common Stock of Scrips.


(b) On or about the date hereof, GEM shall return to Scrips’
stock transfer agent, for the benefit of Urbanski, 2,753,506 shares of the Common Stock of Scrips, being a return and partial repayment
of that number of the 3,640,786 borrowed shares.


(c) Scrips hereby agrees to sell to GEM, and GEM hereby agrees to
purchase from Scrips, Eight Hundred Eighty-Seven Thousand, Two Hundred Eighty (887,280) shares of its restricted Common Stock for
the sum of One Hundred Twenty Thousand, Three Hundred Eighty-One dollars (US$125,381) to be paid as follows:


(i) GEM shall, promptly upon execution of this
Settlement Agreement, time being of the essence, pay to Scrips, by wire transfer to Scrips’ bank account (with such wire
transfer instructions being provided separately by Scrips to GEM), the sum of One Hundred Ten Thousand, One Hundred Sixty-Nine
dollars and Seventy-Five cents (US$110,169.75) and


(ii) GEM shall, immediately upon execution of
this Settlement Agreement, time being of the essence, pay to the law firm of Gottbetter & Partners, LLP, 488 Madison Avenue,
New York 10022 the sum of Fifteen Thousand, Two Hundred Eleven dollars and Twenty-Five cents (US$15,211.25), which sum GEM represents
to be payment in full to such firm of any amounts owing by Scrips, Urbanski or any associate thereof in connection with the Documents
and the contemplated transactions.


 






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(d) GEM hereby assigns its right to receive the 887,280 shares to
Urbanski and Urbanski accepts such shares as full and final repayment of the shares owed to him under the Share Lending Agreement.
Scrips shall, immediately upon receipt the above wire transfer, issue the 887,280 shares purchased by GEM to Urbanski (the “Share
Issuance”). For the avoidance of doubt, it is hereby agreed and understood by the Parties that with this assignment and issuance,
GEM, GEM Global, 590 and their associates shall have no further obligation whatsoever to repay any additional shares or any other
consideration to Urbanski and his associates under the Share Lending Agreement or otherwise.


 


3. (a) All Warrants, heretofore issued by Scrips to 590 and/or GEM
and any associates of either are mutually cancelled. The cancelled warrants (collectively, the “Warrants”) were issued
on October 10, 2013, as follows:


 


	Warrant ID	No. of Shares	Warrant holder	Exercise Price
	GEM 001	2,000,000	GEM	$.41
	GEM 002	2,000,000	590	$.41
	GEM 003	1,500,000	GEM	$.55
	GEM 004	1,500,000	590	$.55
	GEM 005	1,500,000	GEM	$.75
	GEM 006	1,500,000	590	$.75


 


(b) GEM and 590, jointly and severally, shall, promptly after execution
of this Settlement Agreement, time being of the essence, return all of the original Warrants marked as “CANCELLED to Scrips.


(c) The Parties of the Second Part agree that no other warrants
are owing to, issuable to, or otherwise owed to GEM, 590 or any associate thereof as the result of any Document referenced in Paragraph
1 above, other than as set forth in Paragraph 4 below.


 


4. NEW SHARE PURCHASE ARRANGEMENT. (a) Scrips and the Parties
of the Second Part have negotiated a new arrangement for the above-cancelled Common Stock Purchase Agreement. Subject to the prior
timely performance by all Parties of their respective obligations in Paragraph 2, the Common Stock Purchase Agreement in the form
to be agreed to among GEM, 590 and Scrips (the “New Common Stock Purchase Agreement”) shall be executed by such Parties
after the date hereof and promptly delivered to the other parties.


 


(b) On or prior to the date hereof, Scrips shall issue to GEM and
590 new warrants to purchase common stock of Scrips, dated as of the date hereof, in the amended form as the specimen attached
hereto as Exhibit A (the “New Warrants”), as follows:


 


	Warrant ID	No. of Shares	Warrant holder	Exercise Price
	GEM 007	1,000,000	GEM	$.41 fixed
	GEM 008	1,000,000	590	$.41 fixed
	GEM 009	   750,000	GEM	$.55 fixed
	GEM 010	   750,000	590	$.55 fixed
	GEM 011	   750,000	GEM	$.75 fixed
	GEM 012	   750,000	590	$.75 fixed


 


The Warrants shall contain a provision empowering Scrips, in the
event that the Scrips’ common stock trades at or above 160% of the applicable exercise price of the New Warrant for twenty
two (22) consecutive trading days, to call the affected Warrants for cancellation, with the New Warrant holder having the right
for thirty (30) days after delivery of Scrips’ call to exercise such New Warrant in accordance with the terms of the New
Warrant. For the avoidance of doubt, Scrips, GEM and 590 hereby agree and acknowledge that the New Warrants will be fully earned
and due, and Scrips shall have an obligation to issue the New Warrants to GEM and 590, on the date hereof, irrespective of whether
any transactions are consummated under the New Common Stock Purchase Agreement or otherwise. GEM and Urbanski further agree and
acknowledge that GEM, 590 and GEM Group are entering into this Agreement in reliance on, and as a condition of, such obligation
by Scrips to issue the New Warrants.




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(c) In the event that Scrips raises funding of gross proceeds of
$1,500,000 or more (whether in one or more closings), which funding would be a result of the actions of GEM, whether direct or
indirect, Scrips shall issue to GEM and 590 an additional 5,000,000 Warrants, divided as set forth in (b) above.


 


5. MUTUAL GENERAL RELEASE. The parties desire this Settlement
Agreement to finally terminate all relations among them. Subject to performance by the parties of all of their respective obligations
and undertakings as provided in this Settlement Agreement, and for and in consideration of the terms contained herein, Scrips and
Urbanski, the Parties of the First Part, and their associates, on the one hand, and GEM, 590 and GEM Group, the Parties of the
Second Part, and their associates, on the other hand, do hereby, individually and collectively, release, remise, hold harmless
and forever discharge each other, as well as their associates of and from any and all manner of actions, liabilities, causes of
action, suits, debts, dues, accounts, sums of money, damages, reckonings, bills, specialties, bonds, covenants, notes, contracts,
controversies, agreements, judgments, demands, promises, variances, trespasses, extents, executions, claims, counterclaims and
claims whatever nature and kind, in law, admiralty or in equity (including reasonable attorney’s fees/expenses and court
costs arising directly or indirectly therefrom), whether or not heretofore known, suspected or asserted, foreseen or unforeseen,
which any party, individually or collectively, ever had, or now has or may have in the future against the other party by reason
of any matter, cause or thing whatsoever from the beginning of time to the date hereof; provided that nothing contained in this
Agreement shall be deemed to effect a release of any obligation undertaken by any of the Parties pursuant to this Settlement Agreement.


 


6. COVENANT NOT TO SUE.  Subject to timely performance by
the Parties of all of their respective obligations and undertakings as provided above, each Party, for itself or himself and its
or his associates, hereby covenant not to sue, at law, admiralty or in equity, or demand arbitration against, or to otherwise seek
any claims, liabilities, redress, damages, injunctions, prohibitions, judgments, extents, executions, claims sums of money, dues
or any other remedy from or against any other Party or its or his associates, pertaining to the contemplated transactions (including,
without limitation, the Share Issuance) and the Documents.


 






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7. NO DISPARAGEMENT. Scrips and Urbanski shall not, and shall
cause their associates not to, disparage GEM, 590, GEM Global or any of their associates. GEM, 590 and GEM Global shall not, and
shall cause their associates not to, disparage Scrips or Urbanski or any of their associates.


 


8. WARRANTY OF AUTHORITY. Each party to this Settlement
Agreement hereby represents and warrants that it has the requisite corporate or individual power and authority (as applicable)
to enter into and to consummate the transactions require pursuant to this Settlement Agreement and that the completion of the
transactions required hereby has been duly authorized by all necessary action.


 


8. GOVERNING LAW AND JURISDICTION. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the choice of
law provisions. The parties 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 parties irrevocably consent to personal jurisdiction in the state and federal
courts of the state of New York.  The parties 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. 


 


9. SIGNATURES. This Agreement may be executed in multiple
counterparts, each one of which shall be deemed an original, but all of which shall be considered together as one and the same
instrument. Delivery of an executed counterpart of this Agreement may be made by facsimile or other electronic transmission. Any
such counterpart or signature pages sent by facsimile or other electronic transmission shall be deemed to be written and signed
originals for all purposes, and copies of this Agreement containing one or more signature pages that have been delivered by facsimile
or other electronic transmission shall constitute enforceable original documents. As used in this Agreement, the term “electronic
transmission” means and refers to any form of communication not directly involving the physical transmission of paper that
creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced
in paper form by such a recipient through an automated process.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound, have caused this agreement to be executed in multiple originals, on the date first mentioned above.


 


SCRIPSAMERICA, INC.


 


 


By:/s/Robert Schneiderman


Name: Robert Schneiderman


Title: CEO


 


	GEM GLOBAL YIELD FUND LIMITED	590 PARTNERS, LLC
	 	 
	 	 
	By:  /s/Chris
    Brown	By: 
     /s/Franco Scalamandre  
	Name:
    Chris Brown	Name:
    Franco Scalamandre
	Title:	Title:


 


THE GEM GROUP


 


 


By:  /s/Chris Brown


Name: Chris Brown


Title:


 


STEVE URBANSKI, INDIVIDUALLY


 





/s/Steve Urbanski


 




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EXHBIT A


 


Form of New Warrants


 


[see attached]









 


 


 


 


 


 


 


 


 


 


 






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