0001493152-15-002975 Sample Contracts

ZAXIS INTERNATIONAL INC. CLASS A WARRANT AGREEMENT
Class a Warrant Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks • Delaware

This Class A Warrant Agreement (“Class A Warrant Agreement”), dated as of this ___ day of ___, 2015, is by and between Zaxis International Inc., a Delaware corporation with offices located at 42 Ben Zvi Street, Ramat Gan 5224747, Israel (the “Corporation”) and ________ (the “Warrant Holder”). This Class A Warrant Agreement is being executed and delivered in connection with a separate Subscription Agreement between the Corporation and the Warrant Holder dated ________, 2015. The Corporation and the Warrant Holder/ are sometimes referred to collectively, as the “Parties” and individually, as a “Party.”

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ZAXIS INTERNATIONAL INC. CLASS E WARRANT AGREEMENT
Class E Warrant Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks • Delaware

This Class E Warrant Agreement (“Class E Warrant Agreement”), dated as of this 14th day of July, 2015, is by and between Zaxis International Inc., a Delaware corporation with offices located at 42 Ben Zvi Street, Ramat Gan 5224747, Israel (the “Corporation”) and Lior Wayn (hereinafter, “Wayn” or the “Warrant Holder”), a resident of the State of Israel and the Chief Executive Officer of Emerald Medical Applications Ltd organized under the laws of Israel and a wholly-owned subsidiary of the Corporation (“Emerald”). This Class E Warrant Agreement is being executed and delivered in connection with a separate Share Exchange Agreement between the Corporation, Emerald and the Wayn dated March 16, 2015, the closing of which occurred on July 14, 2015. The Corporation and the Warrant Holder/ are sometimes referred to collectively, as the “Parties” and individually, as a “Party.”

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks

THIS AGREEMENT (the “Agreement”) is made this 25 day of February 2015, between Emerald Medical Applications Ltd., of 1 Emek Ayalon St., Modi’in, Israel (the “Company”), and Oded Gilboa ID 025287848 of 23 Akiva St. Apt 14, Raanana, Israel _ (the “Employee” and each of the Company and the Employee, a “Party” and together the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks

THIS AGREEMENT (the “Agreement”) is made this 1st day of January 2015, between Emerald Medical Applications Ltd., of 1 Emek Ayalon St., Modi’in, Israel (the “Company”), and Lior Wayn of 1 Emek Ayalon St., Modi’in, Israel (the “Executive” and each of the Company and the Executive, a “Party” and together the “Parties”).

SERVICES AGREEMENT
Services Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks

THIS ZAXIS GILBOA SERVICES AGREEMENT (the “Agreement”) is dated as of March 22, 2015, between ZAXIS INTERNATIONAL INC., a Delaware corporation (the “Company”) and Oded Gilboa (the “Provider”). The Company and The provider are sometimes referred to collectively, as the “Parties” and individually, as a “Party.”

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