Transax International LTD Sample Contracts

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RECITALS:
Settlement Agreement • January 27th, 2005 • Transax International LTD • Gold and silver ores
TRANSAX INTERNATIONAL, LTD. PLACEMENT AGENT AGREEMENT
Agent Agreement • May 20th, 2005 • Transax International LTD • Services-prepackaged software • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2006, by and among TRANSAX INTERNATIONAL, LTD. a corporation organized and existing under the laws of the state or Colorado (the “Company”) and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

RECITALS:
Settlement Agreement • November 1st, 2004 • Transax International LTD • Gold and silver ores
RECITALS:
Settlement Agreement • June 29th, 2005 • Transax International LTD • Services-prepackaged software
RECITALS:
Settlement Agreement • January 27th, 2005 • Transax International LTD • Gold and silver ores
CONVERTIBLE NOTE
Big Tree Group, Inc. • May 14th, 2014 • Games, toys & children's vehicles (no dolls & bicycles)

FOR VALUE RECEIVED,Big Tree Group Inc.., a Colorado Corporation (the "Company") doing business in Guangdong , China; hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the "Holder") the principal amount of Twenty Five Thousand Dollars ($50,000.00) (the “Loan”), together with interest thereon at the annual rate of twelve (12%) percent. The principal amount of the Loan shall be payable on June 4, 2014 (the "Maturity Date"). Interest shall accrue on such principal amount from the date of this Note and shall be payable in full together with the principal amount hereof on the Maturity Date. The principal balance of this Note shall be payable pursuant to Paragraph 1.

RECITALS:
Settlement Agreement • November 1st, 2004 • Transax International LTD • Gold and silver ores
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 14th, 2014 • Big Tree Group, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • California

This Note Purchase Agreement (the "Agreement”) is made as of December 17, 2013 by and between Big Tree Group, Inc. a Colorado corporation with principal offices at South Part 1-101, Nanshe Area, Pengnan Industrial Park, North Yingbinbei Road, Waisha Town, Guangdong PRC 515023 (the "Company") and Iconic Holdings, LLC, a Delaware LLC with principal offices at 7200 Wisconsin Ave. Suite 206, Bethesda, MD 20814 (the "Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.

INVESTMENT AGREEMENT
Investment Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software • New Jersey

THIS INVESTMENT AGREEMENT (the “Agreement”) is dated as of January 13, 2006, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Buyer”) and TRANSAX INTERNATIONAL, LTD., a corporation organized and existing under the laws of the state of Colorado (the “Company”).

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DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Florida

THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is made this 30 day of December 2011 among CFO Oncall, Inc., (the “Debt Holder”) and Transax International Limited, a Colorado corporation (the “Company”).

ASSIGNMENT AGREEMENT
Assignment Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software

THIS AGREEMENT is entered into this 29th day of December, 2011, by and between Shantou Big Tree Toys Co., Ltd., a Chinese company (“Party A”) and Wei Lin (“Party B”). Party A and Party B may collectively be referred to as the “Parties”.

RECITALS:
Settlement Agreement • April 1st, 2005 • Transax International LTD • Services-prepackaged software
DEBT PURCHASE AGREEMENT
Debt Purchase Agreement • May 14th, 2014 • Big Tree Group, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

This Debt Purchase Agreement (the “Agreement”) made as of this 31st day of December, 2013, by and between GEL Properties, LLC (the “Buyer”) and China Direct Investments, Inc. (the “Seller”).

CONSULTING AGREEMENT
Consulting Agreement • May 14th, 2013 • Big Tree Group, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Florida

THIS AGREEMENT dated as of January 3, 2013 is by and between BIG TREE GROUP, INC (the “Company”), and PEARL GROUP ADVISORS, INC. (the “Consultant”).

TERMINATION AGREEMENT
Termination Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software

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”).

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Transax International LTD • July 7th, 2006 • Services-prepackaged software

This letter shall serve as our irrevocable authorization and direction to Transfer Online, Inc. (the “Transfer Agent”) to do the following:

ESCROW AGREEMENT
Escrow Agreement • July 7th, 2006 • Transax International LTD • Services-prepackaged software • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2006 by and among TRANSAX INTERNATIONAL, LTD., a corporation organized and existing under the laws of the state of Colorado (the “Company”); CORNELL CAPITAL PARTNERS, LP (the “Investor”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”). Capitalized terms appearing herein but not defined herein shall have the meanings ascribed to such terms in the Investment Agreement (defined below).

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • March 31st, 2008 • Transax International LTD • Services-prepackaged software • Florida

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is dated as of March 26, 2008 (the “Effective Date”) between MEDLINK TECHNOLOGIES, INC., a Mauritius corporation (“Licensor”), and TRANSAX INTERNATIONAL LIMITED, a Colorado corporation (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein but nor otherwise defined shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).

ESCROW AGREEMENT
Escrow Agreement • March 31st, 2008 • Transax International LTD • Services-prepackaged software • Florida

WHEREAS, concurrent with the execution of this Agreement, Buyer and Seller have entered into a Sstock Purchase and Option Agreement (the “Purchase Agreement”) pursuant to which Buyer shall acquire at least 45% and potentially all of the issued and outstanding capital stock of Transax Limited, a Colorado corporation (the “Company”) from Seller in accordance with the terms thereof (the “Acquisition”);

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