SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 24th day of
January, 2005, to be effective as of December 31, 2004, by and between Transax
International Limited, a Colorado corporation (the "Company") and Xxxxxx Xxxxx,
a director of the Company ("Bewes").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and the development and marketing of its
products;
WHEREAS, Bewes has provided certain managerial and consulting services
to the Company pursuant to certain contractual relations between the Company
and Bewes in order to assist the Company in its on-going business operations;
WHEREAS, the Company has incurred an aggregate of $35,000 to Bewes
relating to the managerial and consulting services provided by Bewes to the
Company (the "Debt");
WHEREAS, the Company and Bewes have settled their differences regarding
the Debt and wish to set forth their settlement agreement;
WHEREAS, the Company desires to settle the Debt by issuing to Bewes
233,333 shares of its restricted common stock, par value $0.00001 (the "Common
Stock") at the rate of $0.15 per share (which amount is based upon the average
of the open and close price of $0.15 of the Company's shares of Common Stock
traded on the OTC Bulletin Board between December 21, 2004 and December 31,
2004 (the "Common Stock");
WHEREAS, Bewes desires to convert the Debt and accept the issuance of
233,333 shares of restricted Common Stock of the Company as full and complete
satisfaction of the Debt;
WHEREAS, the Company and Bewes desire to release one another from any
and all further liability as related to the aforesaid Debt; and
WHEREAS, the Board of Directors of the Company by unanimous written
consent dated January 24, 2005 has approved the execution of this Settlement
Agreement and the issuance of the 233,333 shares of restricted Common Stock to
Bewes as settlement of the Debt effective as of December 31, 2004.
NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. The Company agrees to issue to Bewes 233,333 shares of its
restricted Common Stock, at $0.15 per share, as of December 31, 2004, as full
and complete satisfaction and payment of the Debt.
2. Bewes agrees to accept the issuance of the 233,333 shares of the
restricted Common Stock of the Company as full and complete satisfaction and
payment of the Debt.
3. The Company and Bewes shall agree to release each other and forever
discharge any and all claims, manner of actions, whether at law or in equity
suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of
money, expenses or disputes, known or unknown, fixed or contingent, which it
now has or may have hereafter, directly or indirectly, individually or in any
capacity against each other, their successors and assigns, as well as its
present or former owners, directors, officers, stockholders, employees, agents,
heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from
the beginning of time to, and including the date of the execution of this
Agreement, relating to the aforesaid Debt.
4. Bewes acknowledges that the issuance of the 233,333 shares of
restricted Common Stock: (i) has not been registered under the Securities Act
of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the
exemption provided by Section 4(2) and/or Regulation S of the 1933 Securities
Act; (iii) are being acquired solely for Bewes' own account without any present
intention for resale or distribution, with the exception of those shares of
Common Stock to be transferred to designates of Bewes in accordance with that
certain Letter of Instruction from Bewes; (iv) will not be resold without
registration under the 1933 Securities Act or in compliance with an available
exemption from registration, unless the shares of Common Stock are registered
under the 1933 Securities Act and under any applicable state securities law or
an opinion of counsel satisfactory to the Company is delivered to the Company
to the effect that any proposed distribution of the shares of Common Stock will
not violate the registration requirements of the 1933 Securities Act and any
applicable state securities laws; and (v) that Bewes understands the economic
risk of an investment in the Common Stock and has had the opportunity to ask
questions of and receive answers from the Company's management concerning any
and all matters related to the acquisition of the Common Stock.
5. This Settlement Agreement shall be effective as of December 31, 2004
and shall be binding upon and insure to the benefit of the parties hereto and
their respective successors.
Transax International Limited
Date:_____________ By:__________________________
Xxxxxxx Xxxxxxx, President and
Chief Executive Officer
Date:_____________ _____________________________
Xxxxxx Xxxxx
