STANDSTILL AGREEMENT BETWEEN TRANSAX INTERNATIONAL LIMITED AND SCOTT AND HEATHER GRIMES DATED AS OF FEBRUARY 14, 2007
Exhibit 10.2
BETWEEN
TRANSAX INTERNATIONAL LIMITED
AND
XXXXX AND XXXXXXX XXXXXX
DATED AS OF FEBRUARY 14, 2007
Agreement dated as of February 14, 2007 between Transax International Limited, a Colorado corporation (the “Company”), and Xxxxx and Xxxxxxx Xxxxxx, Joint Tenants (“Xxxxxx”).
Whereas, Xxxxxx owns a Convertible Debenture dated April 1, 2005 with current face value of $225,0000 (the “Debenture”) and 400,000 warrants of the Company;
Whereas, the company has entered into a Letter of Intent with Gestao e Processamento de Infomacoes de Saude Ltda (“CBGS”), dated January 17, 2007 (the “Letter of Intent”) to sell its Brazil operating subsidiary and related intellectual property (the “Transaction”).
Whereas, the Company and Xxxxxx agree that it is in their mutual interests to enter into this Agreement as hereinafter described:
Now, therefore, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto covenant and agree as follows:
1. REPRESENTATIONS OF Xxxxxx. Xxxxxx represents and warrants to the Company as follows:
(a) Xxxxxx beneficially owns a Convertible Debenture with current face value of $225,000.
(b) Xxxxxx beneficially own 400,000 warrants to purchase common stock of the company.
(c) Xxxxxx has full and complete authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding agreement enforceable in accordance with its terms.
(d) Other than as outlined in the Investment Agreement by and between the Company and Xxxxxx, dated April 1, 2005 (the “Investment Agreement”), the Investor’s Registration Rights Agreement by and between the Company and Xxxxxx dated April 1, 2005 (the “Investor’s Registration Rights agreement”)(collectively the Investment Agreement and the Investor’s Registration Rights Agreement are referred to as the “Transaction Documents”),there are no arrangements, agreements, or understandings between Xxxxxx and any other person regarding ownership or voting of securities of the Company.
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2. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants to Xxxxxx as follows:
(a) The Company has full and complete authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding agreement enforceable in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by the Company will not conflict with or result in a breach, violation or default under the Company’s Certificate of Incorporation or Bylaws or any agreement, contract or instrument to which the Company is a party.
3. OBLIGATIONS OF Xxxxxx.
Until April 30, 2007 Xxxxxx hereby agrees that they will not convert, sell, assign or transfer any shares of its Convertible Debenture issued April 1, 2005 or warrants issued February 1, 2006.
4. OBLIGATIONS OF THE COMPANY.
(a) The Company will consummate the closing of the Transaction pursuant to the Letter of Intent to sell its Brazil subsidiary and intellectual property no later than April 30, 2007:
(b) The Company shall have the right to repay the Convertible Debenture at a purchase price of $225,000, accumulated interest of 5% per annum on the balance of unpaid principal, plus a redemption premium of twenty percent (20%)(the “Payment”) until April 30, 2007.
5. TERM. The term of this Agreement shall commence upon execution by the Company and Xxxxxx and terminate on April 30, 2007 provided, however, this Agreement may be terminated by the Company upon a material adverse change in the business, operations, assets, financial condition or prospects of the Company or its subsidiaries. Upon such termination of this Agreement by the Company the rights, obligations, restrictions and limitations on the Company and Xxxxxx hereunder shall immediately terminate.
6. MISCELLANEOUS.
(a) EXPENSES. Each party hereto shall pay its own expenses incurred in connection with this Agreement.
(b) SUCCESSORS AND ASSIGNS. The Agreement may not be assigned by the parties with out the express written consent of the non assigning party hereunder.
(c) SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND AGREEMENTS. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
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(d) ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. Other than the terms outlined herein the terms and conditions, representations and warranties and covenants of the Transaction Documents remain unchanged and in full force and effect.
(e) AMENDMENTS. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.
(f) NOTICES. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly delivered when received) by hand delivery, by verifiable facsimile, by overnight delivery or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective parties as follows:
If to the Company:
0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxxx XXX 00000
Attention: Xxxxxxx Xxxxxxx
Facsimile: (000) 000-0000
If to Xxxxxx
Xxxxx & Xxxxxxx Xxxxxx
000 X Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx & Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
(g) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive law of the State of California without giving effect to the principles of conflict of laws thereof.
(h) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
In Witness Whereof, Transax International Limited and Xxxxxx have caused this Agreement to be duly executed as of the day and year first above written.
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TRANSAX INTERNATIONAL LIMITED
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
President and
Chief Executive Officer
Xxxxx & Xxxxxxx Xxxxxx, Joint Tenants
With Rights of Survivorship
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/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxxxx |
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/s/ Xxxxxxx Xxxxxx |
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Xxxxxxx Xxxxxx |
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