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 Carlingford
Investments Limited ("Carlingford").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and the development and marketing of its
products;
WHEREAS, Carlingford has made monetary advances to the Company in the
aggregate amount of $245,000.00 in order to assist the Company in financing its
contractual debts and ongoing business expenses, and the Company has incurred
$8,036.20 to Carlingford relating to accrued interest on the $245,000.00 debt
for an aggregate amount of $253,036.20 due and owing (the "Debt");
WHEREAS, the Company and Carlingford 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
Carlingford and/or its designates 1,686,908 shares of its restricted common
stock, par value $0.00001 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, Carlingford desires to convert the Debt and accept the issuance
of 1,686,908 shares of restricted Common Stock of the Company as full and
complete satisfaction of the Debt; and
WHEREAS, the Board of Directors of the Company by unanimous written
consent dated January 24, 2005 has approved: (i) the execution of this
Settlement Agreement; and (ii) the issuance of the 1,686,908 shares of
restricted Common Stock to Carlingford 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 Carlingford and/or its designates
1,686,908 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. Carlingford agrees to accept the issuance of the 1,686,908 shares of
the restricted Common Stock of the Company as full and complete satisfaction
and payment of the Debt.
3. The Company and Carlingford 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. Carlingford acknowledges that the issuance of an aggregate of
1,686,908 shares of restricted Common Stock: (i) have 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 Carlingford's 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
Carlingford in accordance with that certain Letter of Instruction from
Carlingford; (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 Carlingford 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
Carlingford Investments Limited
Date:______________ By: __________________________
President
