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Exhibit 10.9
TERMINATION
AGREEMENT
THIS TERMINATION
AGREEMENT (the “
Agreement ”) is made and entered into effective as of
January 13, 2006, by and among TRANSAX INTERNATIONAL, LTD. ,
a Colorado corporation (the “ Company ”) and
CORNELL CAPITAL PARTNERS, LP , a Delaware limited
partnership (the “ Investor ”).
Recitals :
WHEREAS, the Company and the Investor entered into a
Standby Equity Distribution Agreement (the “ Standby
Equity Distribution Agreement ”) and a Registration
Rights Agreement (the “ Registration Rights Agreement
”) each of which is dated May 17, 2005. The Company, the
Investor, and Monitor Capital, Inc. (“ Monitor
”) have entered into a Placement Agent Agreement (the “
Placement Agent Agreement ”). The Standby Equity
Distribution Agreement, the Registration Rights Agreement, and the
Placement Agent Agreement are collectively referred to as the
“ Transaction Documents ”. In connection with
the Standby Equity Distribution Agreement the Company issued to the
Investor 1,202,779 shares of the Company’s common stock (the
“ Investor’s Shares ”) and in connection
with the Pl
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