TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of May 17, 2005, by and between TRANSAX INTERNATIONAL LIMITED, a
Colorado corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor").
Recitals:
WHEREAS, on October 25, 2004, the Company and the Investor entered into
that certain Standby Equity Distribution Agreement, as well as the related
Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement
of even date therewith (together with the Standby Equity Distribution
Agreement, the "Transaction Documents");
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants contained herein and in the Transaction Documents and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. Termination. The Transaction Documents are hereby terminated, as
are the respective rights and obligations contained therein. As a
result of this provision, none of the parties shall have any rights
or obligations under or with respect to the Transaction Documents.
2. Payment of Fees. Notwithstanding the termination of the
Transaction Documents, the Company shall pay to the Investor the
Investor's Shares as the commitment fee as outlined in Section
12.4(b)(ii) of the Standby Equity Distribution Agreement and the
compensation outlined in Section 2A of the Placement Agent
Agreement. The parties acknowledge that such shares have
previously been issued to the Investor and the Placement Agent.
[SIGNATURE BLOCK ON THE FOLLOWING PAGE]
MI-170779 v1 0437065-0201
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
TRANSAX INTERNATIONAL LIMITED
By:
Name Xxxxxxx Xxxxxxx
Title:President & CEO
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By:
Name Xxxx Xxxxxx
Title:Managing Member
SOLELY WITH RESPECT TO THE PLACEMENT AGENT AGREEMENT:
MONITOR CAPITAL, INC.
By:
Name Hsiao-Xxx Xxx
Title:President
MI-170779 v1 0437065-0201
