Exhibit 10.2
STANDSTILL AGREEMENT
BETWEEN
TRANSAX INTERNATIONAL LIMITED
AND
SCOTT AND HEATHER GRIMES
DATED AS OF FEBRUARY 14, 2007
Agreement dated as of February 14,
2007 between Transax International Limited, a Colorado corporation
(the “ Company ”), and Scott and Heather Grimes,
Joint Tenants (“Grimes”).
Whereas, Grimes owns a Convertible
Debenture dated April 1, 2005 with current face value of $225,0000
(the “Debenture”) and 400,000 warrants of the
Company;
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 Grimes
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 Grimes. Grimes
represents and warrants to the Company as follows:
(a) Grimes beneficially owns a
Convertible Debenture with current face value of
$225,000.
(b) Grimes beneficially own 400,000
warrants to purchase common stock of the company.
(c) Grimes 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 Grimes, dated
April 1, 2005 (the “ Investment Agreement ”),
the Investor’s Registration Rights Agreement by and between
the Company and Grimes dated April 1, 2005 (the “
Investor’s Registration Rights agreement
”)(collectively the Investment Agreement and the
Investor’s Registration Rights Agreement are referred to as
the “ Transaction Documents ”),there are no
arrangements, agreements, or understandings between Grimes 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 Grimes as
follows:
(a) The Company 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.
(c) The execution, delivery and
performance of this Agreement by the Company will not conflict with
or result in a breach, violati
