SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 29th day of
September, 2004 by and between Transax International Limited, a Colorado
corporation (the "Company") and Asia Pacific Inc. ("Asia Pacific").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and the development and marketing of its
products;
WHEREAS, Asia Pacific has made monetary advances to the Company in the
aggregate amount of $61,390.00 in order to assist the Company in financing its
contractual debts and ongoing business expenses;
WHEREAS, Asia Pacific has provided financial services to the Company
regarding the procurement of additional cash advances and/or loans from third-
parties in order to assist the Company in financing its contractual debts and
ongoing business expenses;
WHEREAS, the Company has incurred an aggregate of $61,390.00 to Asia
Pacific relating to the principal amount of $41,125.00 advanced by Asia Pacific
and the accrual of interest thereon in the amount of $20,265 (the "Debt");
WHEREAS, the Company and Asia Pacific 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 Asia
Pacific and/or its designates: (i) 818,533 shares of its restricted common
stock, par value $0.00001 (the "Common Stock") at the rate of $0.075 per share
(which amount is based upon the average of the open and close price of $0.08 of
the Company's shares of Common Stock traded on the OTC Bulletin Board between
September 19 2004 and September 29, 2004); and (ii) 548,333 warrants (the
"Warrants") entitling Asia Pacific and/or its designates to purchase a share of
the Company's restricted Common Stock at $0.20 per share expiring September 29,
2009;
WHEREAS, Asia Pacific desires to convert the Debt and accept the
issuance of 818,533 shares of restricted Common Stock of the Company and
548,333 Warrants of the Company as full and complete satisfaction of the Debt;
WHEREAS, the Company and Asia Pacific desire to release one another from
any and all further liability as related to the aforesaid Debt.
WHEREAS, the Board of Directors of the Company by unanimous written
consent dated September 29, 2004 has approved: (i) the execution of this
Settlement Agreement; and (ii) the issuance of the 818,533 shares of restricted
Common Stock and 548,333 Warrants to Asia Pacific as settlement of the Debt.
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 Asia Pacific 818,533 shares of its
restricted Common Stock, at $0.075 per share and 548,333 Warrants, as of
September 29, 2004, as full and complete satisfaction and payment of the Debt.
2. Asia Pacific agrees to accept the issuance of 818,533 shares of the
restricted Common Stock of the Company and 548,333 Warrants of the Company as
full and complete satisfaction and payment of the Debt.
3. The Company and Asia Pacific 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. Asia Pacific acknowledges that the issuance of the 818,533 shares of
restricted Common Stock, and the issuance of the 548,333 Warrants: (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 Asia Pacific's own account without any present intention for resale or
distribution, with the exception of those shares of Common Stock and/or
Warrants to be transferred to designates of Asia Pacific in accordance with
that certain Letter of Instruction from Asia Pacific; (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 Asia
Pacific 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 September 29,
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
Asia Pacific Inc.
Date:______________ By: __________________________
President
