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
Xxxxxx, Barristers and Solicitors ("Xxxxxx Xxxxxx").
RECITALS:
WHEREAS, the Company has incurred substantial monetary obligations
concerning its business operations and provision of legal representation;
WHEREAS, Xxxxxx Xxxxxx has provided legal services to the Company
resulting in an aggregate debt of $90,000.00 due and owing by the Company to
Xxxxxx Xxxxxx (the "Debt");
WHEREAS, the Company and Xxxxxx Xxxxxx 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 Xxxxxx
Xxxxxx 600,000 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, Xxxxxx Xxxxxx desires to convert the Debt and accept the
issuance of 600,000 shares of restricted Common Stock of the Company as full
and complete satisfaction of the Debt;
WHEREAS, the Company and Xxxxxx Xxxxxx 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: (i) the execution of this
Settlement Agreement; and (ii) the issuance of the 600,000 shares of restricted
Common Stock to Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 600,000 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. Xxxxxx Xxxxxx agrees to accept the issuance of 600,000 shares of the
restricted Common Stock of the Company as full and complete satisfaction and
payment of the Debt.
3. The Company and Xxxxxx Xxxxxx 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. Xxxxxx Xxxxxx acknowledges that the issuance of an aggregate of
600,000 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 Xxxxxx Xxxxxx'x own
account without any present intention for resale or distribution; (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
Xxxxxx Xxxxxx 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
Xxxxxx Xxxxxx
Barristers and Solicitors
Date:______________ By: __________________________
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