Exhibit 10.1
STANDSTILL AGREEMENT
BETWEEN
TRANSAX INTERNATIONAL LIMITED
AND
CORNELL CAPITAL PARTNERS LP
DATED AS OF FEBRUARY 14, 2007
Agreement dated as of February 14,
2007 between Transax International Limited, a Colorado corporation
(the “ Company ”), and Cornell Capital Partners
LP, a Delaware limited partnership (“ Cornell
”).
Whereas, Cornell owns 1,600 shares
of Series A Convertible Preferred Stock of the Company, stated
value $100 per share (the “ Series A Preferred Stock
”) and a warrant to purchase 5,000,000 shares of the
Company’s Common Stock ;
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 Cornell
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 CORNELL.
Cornell represents and warrants to the Company as
follows:
(a) Cornell beneficially owns the
Series A Preferred Stock as of the date of this Agreement, and
pursuant to the Certificate of Designations does not have a right
to vote the Series A Preferred Stock other than as provided for
under the laws of the State of Colorado.
(b) Cornell beneficially owns the
Warrants to purchase common stock of the company.
(c) Cornell 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 Cornell, dated
January 13, 2006 (the “ Investment Agreement ”)
the Certificate of Designations dated January 13, 2006 filed by the
Company on January 18, 2006 in connection with the Investment
Agreement (the “ Certificate of Designations ”),
the Investor’s Registration Rights Agreement by and between
the Company and Cornell dated January 13, 2006 (the “
Investor’s Registration Rights Agreement
”)(collectively the Investment Agreement, Certificate of
Designations, and the Investor’s Registration Rights
Agreement are referred to as the “ Transaction
Documents ”),there are no arrangements, agreements, or
understandings between Cornell and any other person regarding
ownership or voting of securities of the Company.
1
2. REPRESENTATIONS OF THE COMPANY.
The Company represents and warrants to Cornell as
follows:
(a) The Company has full and
complete authority to e
