<SEC-DOCUMENT>0001295345-15-000051.txt : 20150316
<SEC-HEADER>0001295345-15-000051.hdr.sgml : 20150316
<ACCEPTANCE-DATETIME>20150316083436
ACCESSION NUMBER:		0001295345-15-000051
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150313
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150316
DATE AS OF CHANGE:		20150316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ZAXIS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000797542
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				680080601
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15746
		FILM NUMBER:		15701213

	BUSINESS ADDRESS:	
		STREET 1:		42 BEN ZVI STREET
		CITY:			RAMAT GAN
		STATE:			L3
		ZIP:			5224747
		BUSINESS PHONE:		972525795082

	MAIL ADDRESS:	
		STREET 1:		42 BEN ZVI STREET
		CITY:			RAMAT GAN
		STATE:			L3
		ZIP:			5224747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INFERGENE CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>zxsi8k_03162015.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
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<p ALIGN="CENTER"><font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="4"><b>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
</b></font></p>

<p ALIGN="CENTER"><b><font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="3">Washington, D.C.
20549<br>
</font></b></p>

<p ALIGN="CENTER"><font SIZE="4" FACE="Times New Roman, Times, Serif">___________________<br>
<br>
<strong>FORM 8-K<br>
</strong>___________________</font></p>

<p align="center"><font size="3"><b>CURRENT REPORT</b> </font></p>

<p align="center"><font size="2"><b>Pursuant to Section&nbsp;13 or 15(d) of the Securities
Exchange Act of 1934</b> </font></p>

<p align="center"><font size="2">Date of report (date of earliest event reported):
March 15, 2015</font></p>

<p align="center">&nbsp;</p>

<p ALIGN="CENTER"><font face="TIMES NEW ROMAN, TIMES, SERIF" size="5"><b><u>ZAXIS
INTERNATIONAL INC.</u><br>
</b></font><font face="TIMES NEW ROMAN, TIMES, SERIF" size="1">(Exact Name of Registrant
as Specified in its Charter)</font></p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER"><font size="2">Commission File No.: 0-15476</font></p>

<p ALIGN="CENTER">&nbsp;</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="50%" align="center"><font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><u>Delaware</u></font></td>
    <td width="50%" align="center"><font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><u>68-0080601</u></font></td>
  </tr>
  <tr>
    <td width="50%" align="center" bgcolor="#ffffff"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" align="center" bgcolor="#ffffff"><font size="1">(I.R.S. Employer
    Identification No.)</font></td>
  </tr>
  <tr>
    <td width="50%" align="center"><font size="1">&nbsp; </font></td>
    <td width="50%" align="center"><font size="1">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="50%" align="center">
	<font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><u>42 Ben Zvi Street,
	Ramat Gan, Israel</u></font></td>
    <td width="50%" align="center">
	<font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><u>5224747</u></font></td>
  </tr>
  <tr>
    <td width="50%" align="center" bgcolor="#ffffff"><font size="1">(Address of Principal
    Executive Offices)</font></td>
    <td width="50%" align="center" bgcolor="#ffffff"><font size="1">(ZIP Code)</font></td>
  </tr>
</table>

<p>&nbsp;</p>

<p ALIGN="CENTER"><font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2">Registrant's
Telephone Number, including area code: (972) 52-579-5082</font></p>

<p ALIGN="CENTER">&nbsp;</p>

<p><font size="2">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below): </font></p>

<p><font size="2" FACE="WINGDINGS">&#168</font><font size="2"> Written communications
pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425) <br>
</font><font size="2" FACE="WINGDINGS">&#168</font><font size="2"> Soliciting material
pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
</font><font size="2" FACE="WINGDINGS">&#168</font><font size="2"> Pre-commencement
communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
</font><font size="2" FACE="WINGDINGS">&#168</font><font size="2"> Pre-commencement
communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
</font></p>

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<p><b><font size="2">Item 1.01 Entry Into a Material Definitive Agreement.</font></b></p>
	<p><font size="2">On January 2, 2015, Zaxis International Inc., a Delaware
	corporation (&quot;Zaxis&quot; or the &quot;Registrant&quot;) filed a current report on Form 8-K
	with the Securities and Exchange Commission (the &quot;SEC&quot;), reporting that on
	December 30, 2014, it entered into a non-binding Memorandum of Understanding
	(&quot;MOU&quot;) with Emerald Medical Applications Ltd., a private limited liability
	company organized under the laws of the State of Israel (&quot;Emerald&quot;). Emerald
	develops and owns proprietary technologies and methods relating to the
	detection of early-stage Melanoma.</font></p>
	<p><font size="2">The MOU, which was filed as Exhibit 10.2 to January 2,
	2015 Form 8-K, provided that the Registrant and Emerald will enter into a
	reverse merger (the &quot;Reverse Merger&quot;), subject to the execution of a
	definitive agreement (the &quot;Definitive Agreement&quot;). The execution of
	Definitive Agreement and the closing of the Reverse Merger (the &quot;Closing&quot;)
	which is subject to, among other conditions, the Registrant's raise of
	$800,000 from third party investors, including the Registrant's existing
	stockholders (the &quot;Investors&quot;), at terms and conditions to be agreed upon by
	the Registrant and Emerald On March 15, 2015, the Registrant and Emerald
	entered into the Definitive Agreement, a copy of which is filed herewith as
	Exhibit 10.4 (the &quot;Agreement&quot;). The Closing of the Agreement is scheduled to
	occur on the latter of: (i) March 23, 2015; or (ii) the date Zaxis files
	with the SEC complete disclosure regarding the Company and Zaxis (&quot;Form 10
	Disclosure&quot;), which Form 10 Disclosure will be included either in a Form
	8-K/12g filed with the SEC under the Exchange Act and/or in a Registration
	Statement on Form S-1 filed with the SEC under the Securities Act of 1933,
	as amended. </font></p>
	<p><font size="2">At the Closing, the Registrant will issue to the holders of Emerald's
	ordinary shares a total of 5,474,545 shares of common stock, par value
	$0.0001 (&quot;Common Stock&quot;). Agreement, Upon the Closing of the Agreement, the
	Registrant will enter into consulting agreements with third-party
	consultants (the &quot;Consultants&quot;) for financial and business development
	services. In consideration for the Consultants' services, the Registrant
	will issue to the Consultants: (a) Common Stock Purchase Warrants
	exercisable, for a 2 year period, to acquire 2,536,247 shares of Common
	Stock at US$0.40 on a cashless basis; and (b) warrants to acquire 1,250,000
	units (the &quot;Consultants Unit Warrants&quot;), each comprised on one share of
	Common Stock and one common stock purchase warrant. The exercise price of
	the Consultants Unit Warrants is $0.40 and the exercise price of the warrant
	component of the Unit is $0.80 and both will be exercisable from the date of
	the Closing for a period expiring on the earlier of : (i) one year from the
	Closing; or (ii) 90 days after the effective date by the SEC of a
	registration statement with respect to the securities underlying the
	Consultants Unit Warrants. In addition, the Agreement also provides that
	upon the Closing, the Registrant will issue to Lior Wayn, Emerald's CEO,
	warrants exercisable to acquire 2,700,000 shares of Common Stock, in three
	equal tranches of 900,000 shares, at an exercise price of at the par value
	of the Common Stock or $0.0001 per share (the &quot;Wayn Warrants&quot;). The Wayn
	Warrants vest and exercise of each tranche of 900,000 warrants is
	conditioned upon and subject to the Registrant meeting the certain
	milestones set forth in the Agreement.</p>
	<p><strong><font size="2">Item 9.01 Financial Statements and Exhibits.</font></strong></p>

<p ALIGN="JUSTIFY"><font size="2">(a) The following documents are filed as exhibits to
this report on Form 8-K or incorporated by reference herein. Any document incorporated by
reference is identified by a parenthetical reference to the SEC filing that included such
document.</font></p>

<table ALIGN="CENTER" CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%" height="0">
  <tr VALIGN="BOTTOM">
    <th nowrap height="0" bgcolor="#ffffff" width="8%"><p align="left"><font SIZE="1">Exhibit
    No.</font></th>
    <th nowrap ALIGN="LEFT" height="0" bgcolor="#ffffff" width="92%"><font SIZE="1">Description</font></th>
  </tr>
  <tr>
    <td width="8%" bgcolor="#FFFFFF" height="0%"><font size="2">10.4</font></td>
    <td width="92%" bgcolor="#FFFFFF" height="0%"><font size="2">Share Exchange Agreement dated
	March 15, 2015, filed herewith.</td>
  </tr>
	</table>

	<p>&nbsp;</p>
	<p class="auto-style2"><font size="2" face="Times New Roman">

	<font size="2" class="auto-style1">Signatures</font></p>

<p ALIGN="JUSTIFY"><font size="2">Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</font></p>

<table ALIGN="CENTER" CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%">
  <tr VALIGN="TOP" BGCOLOR="#66FFFF">
    <td ALIGN="LEFT" WIDTH="100%" bgcolor="#FFFFFF"><div
    STYLE="MARGIN-LEFT: 11px; TEXT-INDENT: -10px"><u><p><font
    face="TIMES NEW ROMAN, TIMES, SERIF" size="2">/s/ Liron Carmel</font></u><br>
    <font size="2">CEO<br>
    	Liron Carmel<br>
    <i>&nbsp;&nbsp;Date: March 16, 2015</i></font></p>
    </div></td>
  </tr>
</table>

<p>&nbsp;</p>

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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10_4.htm
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
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<p><font size="2">Exhibit 10.4</p>
<p class="auto-style1" style="font-weight: bold">SHARE EXCHANGE AGREEMENT</p>
<p>THIS SHARE EXCHANGE AGREEMENT, dated as of March 15, 2015 (this &quot;Agreement&quot;),
is entered into by and among Zaxis International, Inc., a Delaware corporation
(&quot;Zaxis&quot;), Emerald Medical Applications Ltd., a limited liability company
existing under the laws of the State of Israel (the &quot;Company&quot;) and the
shareholders of the Company as set forth on the signature pages to this
Agreement (the &quot;Sellers&quot;). Each of Zaxis, the Company and the Sellers are also
sometimes referred to individually as a &quot;Party&quot;, and collectively as &quot;Parties.&quot;
</p>
<p class="auto-style2" style="font-weight: bold">RECITALS</p>
<p>WHEREAS, the Sellers own 100% of the issued and outstanding share capital of
the Company, in the denominations as set forth opposite their respective names
on Exhibit A to this Agreement (the &quot;Company Shares&quot;);</p>
<p>WHEREAS, the Company develops and owns proprietary technologies and methods
relating to detection and diagnosis of early-stage Melanoma (the &quot;Technology&quot;);
</p>
<p>WHEREAS, Zaxis' shares of common stock, each with a par value of US$0.0001
(the &quot;Zaxis Shares&quot;) are quoted on the OTCQB Market, where, as at the date
hereof 18,755,128 Zaxis Shares, or 4,688,782 Zaxis Shares in the event that the
Reverse Stock Split has been duly completed, are issued and outstanding; </p>
<p>WHEREAS, on October 13, 2004, Zaxis emerged from bankruptcy free and clear of
any Encumbrance and/or Liability and as of such date and the date hereof does
not have any operations, business and/or other activities whatsoever; </p>
<p>WHEREAS, Zaxis entered or will enter into Subscription Agreements (as such
term is defined below) in the form attached hereto as Exhibit B, under which it
intends to raise at least US$800,000 (the &quot;Investment Amount&quot;) prior to the
Closing (as such term is defined below) by selling to third party Subscribers at
least 2,000,000 units at a price per unit of US$0.4 (the &quot;Unit Purchase Price&quot;),
each comprised of one Zaxis Share and one warrant to acquire one additional
Zaxis Share at a warrant exercise price of US$0.8 (the &quot;Units&quot;), all under the
terms and conditions set out in the Subscription Agreement;</p>
<p>WHEREAS, Zaxis desires to acquire from the Sellers, and the Sellers desire to
sell to Zaxis, all of the Company Shares in exchange for the issuance by Zaxis
to the Sellers of an aggregate of 5,474,545 Zaxis Shares (respectively, the
&quot;Exchange&quot; and the &quot;Consideration Shares&quot;), i.e., each Company Share shall be
exchanged for 25.70 Zaxis Shares (the &quot;Conversion Ratio&quot;), on the terms and
conditions set forth in this Agreement, which after giving effect to the
Exchange, will represent 45% of the issued and outstanding shares of capital
stock of Zaxis on a fully diluted basis as at immediately following the
Exchange, and the closing of the Subscription Agreements and the effective date
of the Reverse Stock Split, as set out in the capitalization table attached
hereto as Exhibit C; and</p>
<p>NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, and in consideration of the representations, warranties, covenants and
agreements herein contained, and intending to be legally bound hereby, the
Parties agree as follows: </p>
<p style="text-align: center"><b>Article I </b> </p>
<p style="text-align: center"><b>DEFINITIONS</b></p>
<p>Section 1.01 Certain Definitions. </p>
<p>The following terms shall, when used in this Agreement, have the following
meanings: </p>
<p>&quot;Affiliate&quot; means, with respect to any Person: (i) any Person directly or
indirectly owning, controlling, or holding with power to vote 10% or more of the
outstanding voting securities of such other Person (other than passive or
institutional investors); (ii) any Person 10% or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or held with
power to vote, by such other Person; (iii) any Person directly or indirectly
controlling, controlled by, or under common control with such other Person; and
(iv) any officer, director or partner of such other Person. Whereas, &quot;control&quot;,
for the purposes of the foregoing, means, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or
voting interests, by contract or otherwise.<br />
&quot;Amended and Restated Bylaws&quot; the bylaws to be adopted by Zaxis on Closing, in
the form of print attached hereto as Exhibit D. <br />
&quot;Assets&quot; means all properties, assets, privileges, powers, rights, titles,
interests, resources, valuables, securities and claims of every type and
description, wherever located, whether known or unknown, tangible or intangible,
accrued or non-accrued, current or otherwise, liquid or non-liquid, fixed or
otherwise, whether or not owned, leased, held or used, now or on the Closing.<br />
&quot;Business Day&quot; means any day other than Saturday, Sunday or a day on which
banking institutions in Dover, Delaware, are required or authorized to be
closed. <br />
&quot;Transaction Documents&quot; means the Exhibits, Schedules and any other documents,
instruments and certificates to be executed and delivered by the Parties
hereunder or thereunder. <br />
&quot;Closing&quot; means and shall be subject to the conditions contained in Section 2.2
and elsewhere in this Agreement.<br />
&quot;Commission&quot; means the United States Securities and Exchange Commission.<br />
&quot;Common Stock&quot; means the shares of common stock of Zaxis, with par value
US$0.0001 each. <br />
&quot;Company Business&quot;, means detection and early-stage diagnosis of Melanoma by way
of, inter alia, image processing and cloud based mobile and business analytics,
artificial intelligence and machine learning.<br />
&quot;Company Disclosure Schedule&quot; means the disclosure schedule attached to this
Agreement disclosing certain matters by the Company pursuant to its
representations and warrants herein.<br />
&quot;Company Group&quot; means collectively and individually, the respective Company and
its Subsidiaries.<br />
&quot;Company Option&quot; means option of the Company to acquire one Company Ordinary
Shares granted to the Company's employees under the Emerald 2014 Share Option
Plan. &quot;Company Shareholders&quot; means the shareholders of the Company and the
Optionees as of immediately prior to the Exchange.<br />
&quot;Effective Date&quot; means the date first set above. <br />
&quot;Israeli Tax Ruling&quot; means rulings by the Israeli Tax Authority in accordance
with Sections 104(h) and 102 of the Israeli Tax Ordinance to be obtained from
the Israeli Tax Authorities prior to Closing. <br />
&quot;Knowledge&quot; or &quot;best of Knowledge&quot; shall be defined as follows: Each Person
shall be deemed to have &#8220;Knowledge&#8221; of a particular fact or matter if such
Person (and, if such Person is a corporation, partnership or other corporate
entity, then the reference shall be to the chief executive officer, chief
financial officer and internal general counsel, and (with respect to the Company
and Zaxis) in relation to the technical and intellectual property issues, also
its chief technology officer, or any other persons carrying responsibilities
similar to those of the forgoing office holders) is actually aware of such fact.<br />
&quot;Emerald 2014 Share Option Plan&quot; means that certain Emerald Medical Applications
Ltd. 2014 Award Plan, approved by the board of directors of the Company on 14
December 2014 and filed with the Israeli Tax Authorities on January 18, 2015.
<br />
&quot;Encumbrance&quot; means any mortgage, pledge, lien, encumbrance, claims, easements,
charge, indentures, deed of trust, security interest, security agreement,
conditional sale or other title retention agreement, limitation, option,
assessment, restrictive agreement, restriction, adverse interest, restriction on
transfer or exception to or material defect in title or other ownership interest
(including restrictive covenants, leases and licenses, right of first refusal)
or any other encumbrances and other restrictions or limitations on ownership or
use of real or personal property or irregularities in title thereto. <br />
&quot;Exchange Act&quot; means the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder.<br />
&quot;Fundamental Representations&quot; means with respect to Zaxis the Zaxis
Representations set out in Section 5.01, Section 5.02, Section 5.03, Section
5.09 and Section 5.13; with respect to the Sellers the Sellers Representations
set out in Section 4.01 and with respect to the Company the Company
Representations set out in Section 3.01, Section 3.02, Section 3.03 and Section
3.11. <br />
&quot;GAAP&quot; means generally accepted accounting principles as in effect from time to
time, of that country which is stated prior to such term. <br />
&quot;Law&quot; means all U.S. and non-U.S. laws, ordinances, rules, regulations,
declarations, directives, legislative enactments, judgments, injunctions,
standards, codes, limitations, restrictions, conditions, prohibitions, notices,
demands or other requirements or determinations of a Governmental Authority or
an arbitrator.<br />
&quot;Legal Requirement&quot; means any statute, ordinance, law, rule, regulation, code,
injunction, judgment, order, decree, ruling, or other requirement enacted,
adopted or applied by any Regulatory Authority, including judicial decisions
applying common law or interpreting any other Legal Requirement. <br />
&quot;Liability&quot; means any liability or obligation (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes. <br />
&quot;Losses&quot; shall mean all damages, awards, judgments, assessments, fines,
sanctions, penalties, charges, costs, expenses, payments, diminutions in value
and other losses, however suffered or characterized, all interest thereon, all
costs and expenses of investigating any claim, lawsuit or arbitration and any
appeal therefrom, all actual attorneys', accountants' investment bankers' and
expert witness' fees incurred in connection therewith, whether or not such
claim, lawsuit or arbitration is ultimately defeated and, subject to &#8206;Article
XII, all amounts paid incident to any compromise or settlement of any such
claim, lawsuit or arbitration. <br />
&quot;Material Adverse Effect&quot; means a material adverse effect on (i) the Assets,
Liabilities, properties or business of the Parties, (ii) the validity, binding
effect or enforceability of this Agreement or the Transaction Documents or (iii)
the ability of any Party to perform its obligations under this Agreement and the
Transaction Documents; provided, however, that none of the following shall
constitute a Material Adverse Effect on the applicable Party: (i) the filing,
initiation and subsequent prosecution, by or on behalf of shareholders of any
Party, of litigation that challenges or otherwise seeks damages with respect to
the Exchange, this Agreement and/or transactions contemplated thereby or hereby,
(ii) occurrences due to a disruption of a Party's business as a result of the
announcement of the execution of this Agreement or changes caused by the taking
of action required by this Agreement, (iii) general economic conditions, or (iv)
any changes generally affecting the industries in which a Party operates.<br />
&quot;Ordinary Shares&quot; means ordinary shares of the Company with par value NIS0.01
each.<br />
&quot;Person&quot; means any natural person, corporation, partnership, trust,
unincorporated organization, association, limited liability company, Regulatory
Authority or other entity. <br />
&quot;Regulatory Authority&quot; means: (i) the United States of America; (ii) any state,
commonwealth, territory or possession of the United States of America and any
political subdivision thereof (including counties, municipalities and the like);
(iii) any foreign (as to the United States of America) sovereign entity and any
political subdivision thereof; or (iv) any agency, authority or instrumentality
of any of the foregoing, including any court, tribunal, department, bureau,
commission or board. <br />
&quot;Representative&quot; means any director, officer, employee, agent, consultant,
advisor or other representative of a Person, including legal counsel,
accountants and financial advisors.<br />
&quot;Reverse Stock Split&quot; means the consolidation of four Zaxis Shares into one
Zaxis Share to take place immediately prior to or contemporaneous with the
Closing. <br />
&quot;Securities Act&quot; or &quot;Act&quot; means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.<br />
&quot;Subsidiary&quot; of a specified Person means (a) any Person if securities having
ordinary voting power (at the time in question and without regard to the
happening of any contingency) to elect a majority of the directors, trustees,
managers or other governing body of such Person are held or controlled by the
specified Person or a Subsidiary of the specified Person; (b) any Person in
which the specified Person and its subsidiaries collectively hold a 50% or
greater equity interest; (c) any partnership or similar organization in which
the specified Person or subsidiary of the specified Person is a general partner;
or (d) any Person the management of which is directly or indirectly controlled
by the specified Person and its Subsidiaries through the exercise of voting
power, by contract or otherwise.<br />
&quot;Subscribers&quot; means those certain non-U.S. investors with whom Zaxis entered or
shall enter into Subscription Agreements, whose details are as set out in
Exhibit B that shall be updated by Zaxis, to the extent required, immediately
prior to the Closing.<br />
&quot;Subscription Agreement&quot; means that certain subscription agreement by and
between Zaxis and Subscribers, in the form attached hereto as Exhibit B. <br />
&quot;Tax&quot; means any U.S. or non U.S. federal, state, provincial, local or foreign
income, gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital,
franchise, profits, withholding, social security (or similar), unemployment,
disability, real property, personal property, intangible property, recording,
occupancy, sales, use, transfer, registration, value added minimum, estimated or
other tax of any kind whatsoever including any interest, additions to tax,
penalties, fees, deficiencies, assessments, additions or other charges of any
nature with respect thereto, whether disputed or not.<br />
&quot;Zaxis Disclosure Schedule&quot; means the disclosure schedule attached to this
Agreement disclosing certain matters by Zaxis pursuant to its representations
and warrants herein.<br />
&quot;Zaxis SEC Filings&quot; or &quot;Exchange Act Reports&quot; mean Zaxis' annual report on Form
10-K for the years ended, December 31, 2012, December 31, 2013, December 31,
2014, its quarterly reports on Form 10-Q and all other reports filed and to be
filed with the Commission prior to the Effective Date.<br />
&quot;Zaxis Shares&quot; means shares of Zaxis common stock, par value $0.0001.<br />
&quot;Zaxis Shareholders&quot; means those shareholders of Zaxis immediately after the
Exchange but prior to the closing of the Subscription Agreements who are not
Company Shareholders.</p>
<p style="text-align: center"><b>Article II </b> </p>
<p style="text-align: center"><b>EXCHANGE OF SHARES</b></p>
<p>Section 2.01 Exchange of Shares and Assumed Options. </p>
<p>Subject to the terms and conditions of this Agreement, at the Closing: </p>
<p>(a) Zaxis shall issue and deliver to the Sellers an aggregate of 5,474,545
Zaxis Shares, being the Consideration Shares, so that each of the Sellers shall
be issued such number of Zaxis Shares as set forth opposite such Seller's names
in Exhibit E hereto, free and clear of any Encumbrances. <br />
(b) Each Seller agrees to deliver to Zaxis, the number of Company Shares set
forth opposite such Seller's name on Exhibit E hereto along with an
appropriately executed share transfer deed or such other instruments as may be
necessary to effectively transfer all right, title and interest in the Company
Shares to and in favor of Zaxis, free and clear of any Encumbrances. <br />
(c) Each certificate representing the Consideration Shares shall (unless
otherwise permitted by the provisions of this Agreement) be imprinted with a
legend substantially similar to the following (in addition to the legend set
forth in Section 4.05(c) as required under applicable securities Laws or as
provided elsewhere in this Agreement):<br />
&quot;THE SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING CERTAIN VOTING AND
TRANSFER RIGHTS WITH RESPECT THERETO, ARE SUBJECT TO THE TERMS OF THE SHARE
EXCHANGE AGREEMENT, BY AND BETWEEN ZAXIS INTERNATIONAL, INC., EMERALD MEDICAL
APPLICATIONS LTD., AND THE SHAREHOLDERS OF EMERALD MEDICAL APPLICATIONS LTD., A
COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICE OF THE ISSUER.&quot; <br />
(d) At the Closing, each Company Option that is outstanding and unexercised
immediately prior to the Closing, whether or not vested, shall be replaced with
an option to purchase Zaxis Shares, subject to the same terms set forth in the
Emerald 2014 Share Option Plan to be adopted by Zaxis on Closing and to the
terms of the Israeli Tax Ruling (the &quot;Assumed Options&quot;). Accordingly, from and
after the Closing: (A) each Assumed Option may be exercised solely for Zaxis
Shares; (B) the number of Zaxis Shares subject to each Assumed Option shall be
determined by multiplying the number of Company Shares that were subject to such
Assumed Option immediately prior to the Closing, by the Conversion Ratio; (C)
the per share exercise price for the Zaxis Shares issuable upon exercise of each
Assumed Option shall be determined by dividing the per share exercise price of
Company Shares subject to such Assumed Option, as in effect immediately prior to
the Closing, by the Conversion Ratio, and rounding the resulting exercise price
up or down to the nearest whole cent; and (D) any restriction on the exercise of
any Assumed Option shall continue in full force and effect. </p>
<p>Section 2.02 Closing. </p>
<p>The closing of the transactions contemplated by this Agreement and the
Transaction Documents (&quot;Closing&quot;) shall take place at the offices of Yuval Levi
&amp; Co., on March 23, 2015, at 12:00 local time, or at such other location and
time as the Parties may agree. Notwithstanding the foregoing, the Parties
understand and agree that the Closing will not take place, under any
circumstances, unless and until Zaxis files with the Commission complete
disclosure regarding the Company and Zaxis on a consolidated basis (referred to
as &quot;Form 10 Disclosure&quot;), which Form 10 Disclosure may be contained in a Form
8-K/12g filed with the SEC under the Exchange Act and/or a Form S-1 Registration
Statement under the Securities Act. In connection with this Closing condition,
the Company agrees to cooperate fully with Zaxis federal securities counsel in
their preparation of the filing(s) containing the Form 10 Disclosure.</p>
<p>Section 2.03 Closing Transactions. </p>
<p>At the Closing, the transactions set forth in Exhibit F hereto shall occur,
which transactions shall be deemed to take place simultaneously and no
transaction shall be deemed to have been completed until all such transactions
have been completed (unless waived in writing by the Parties hereto).</p>
<p style="text-align: center"><b>Article III </b> </p>
<p style="text-align: center"><b>REPRESENTATIONS AND WARRANTIES OF THE COMPANY
</b> </p>
<p>Except as set forth in the Company Disclosure Schedule, which relates to such
Section and to any other Section of such Disclosure Schedule to the extent that
it is reasonably apparent on the face of such disclosure that such disclosure is
applicable to such Section, the Company represents and warrants, with respect to
itself and its Subsidiary, to Zaxis, that the statements contained in this
&#8206;Article III are true and correct as of the date of this Agreement and as of the
Closing date: </p>
<p>Section 3.01 Organization and Qualification. </p>
<p>(a) Each member of the Company Group is duly organized, validly existing and
in good standing under the laws of the State of Israel and has all requisite
power and authority to own, lease and use its Assets as they are currently
owned, leased and used and to conduct its business as it is currently conducted.
The members of the Company Group are duly qualified or licensed to do business
in and are in good standing in each jurisdiction in which the character of the
properties owned, leased or used by them or the nature of the activities
conducted by them make such qualification necessary, except any such
jurisdiction where the failure to be so qualified or licensed would not have a
Material Adverse Effect on the Company or the Subsidiary or a material adverse
effect on the validity, binding effect or enforceability of this Agreement or
the Transaction Documents or the ability of the Company to perform its
obligations under this Agreement or any of the Transaction Documents. <br />
(b) &#8206;Section 3.01(b) of the Company's Disclosure Schedule lists each Subsidiary
of the Company. Other than those Subsidiaries listed in &#8206;Section 3.01(b) of the
Company Disclosure Schedule, there are no corporations, limited liability
companies, partnerships, joint ventures, associations or other entities or
Persons in which such Company owns, of record or beneficially, any direct or
indirect equity or other interest or any right (contingent or otherwise) to
acquire the same.</p>
<p>Section 3.02 Capitalization. </p>
<p>(a) As of the Closing, the authorized share capital of the Company consists
of 1,000,000 Ordinary Shares of which 263,001 Ordinary Shares are outstanding,
constituting all of the issued and outstanding share capital of the Company. All
of the Company's issued and outstanding Ordinary Shares have been duly
authorized and are validly issued, fully paid and nonassessable. <br />
(b) &#8206;Section 3.02(b) of the Company Disclosure Schedule lists all outstanding or
authorized options, warrants, purchase rights, preemptive rights or other
contracts or commitments that could require the Company to issue, sell, or
otherwise cause to become outstanding any of its capital stock or other
ownership interests (collectively &quot;Options&quot;). A copy of the Emerald 2014 Share
Option Plan is attached to &#8206;Section 3.02(b) of the Company Disclosure Schedule.
</p>
<p>Section 3.03 Authority and Validity. </p>
<p>The Company has all requisite power to execute and deliver, to perform its
obligations under, and to consummate the transactions contemplated by, this
Agreement, and has received any such consents, approvals or authorizations
necessary for the foregoing. The execution and delivery by the Company, the
performance by the Company of its obligations under and the consummation by the
Company of the transactions contemplated by, this Agreement have been duly
authorized by all requisite action of the Company. This Agreement has been duly
executed and delivered by the Company and (assuming due execution and delivery
by Zaxis) is the legal, valid, and binding obligation of the Company enforceable
against it in accordance with its terms. Upon the execution and delivery of the
Transaction Documents by each Person that is required by this Agreement to
execute, or that does execute, this Agreement or any of the Transaction
Documents, and assuming due execution and delivery thereof by Zaxis, the
Transaction Documents will be the legal, valid and binding obligations of the
Company, enforceable against it in accordance with their respective terms. </p>
<p>Section 3.04 No Breach or Violation. </p>
<p>Subject to obtaining the consents, approvals, authorizations, and orders of
and making the registrations or filings with or giving notices to Regulatory
Authorities and Persons identified herein, the execution, delivery and
performance by the Company of this Agreement and the Transaction Documents and
the consummation of the transactions contemplated hereby and thereby in
accordance with the terms and conditions hereof and thereof, do not and will not
materially conflict with, constitute a material violation or breach of,
constitute a material default or give rise to any material right of termination
or acceleration of any material right or obligation of the Company under, or
result in the creation or imposition of any Encumbrance upon the Company, the
Company's Assets, the Company Business or the Company's share capital. </p>
<p>Section 3.05 Consents and Approvals. </p>
<p>To the best of the Company's Knowledge, no consent, approval, authorization
or order of, registration or filing with, or notice to, any Regulatory Authority
or any other Person is necessary to be obtained, made or given by the Company in
connection with the execution, delivery and performance by the Company of this
Agreement or any Transaction Document or for the consummation by the Company of
the transactions contemplated hereby or thereby, except to the extent the
failure to obtain any such consent, approval, authorization or order or to make
any such registration or filing would not have a Material Adverse Effect on the
Company. </p>
<p>Section 3.06 Intellectual Property.</p>
<p>The Company has good title to or the right to use all material company
intellectual property rights and all material inventions, processes, designs,
formulae, trade secrets and know-how necessary for the operation of the Company
Business.</p>
<p>Section 3.07 Compliance with Legal Requirements. </p>
<p>The Company has operated the Company Business in compliance with all material
Legal Requirements applicable to the Company except to the extent the failure to
operate in compliance with all material Legal Requirements would not have a
Material Adverse Effect on the Company. </p>
<p>Section 3.08 Financial Statements. </p>
<p>The Company's financial statements (including the notes thereto) (&quot;Company
Financial Statements&quot;) have been prepared, to the best of the Company's
Knowledge, in accordance with Israeli GAAP applied on a consistent basis
throughout the periods covered thereby (except as may be indicated in the notes
thereto) and present fairly in all material respects the financial condition of
the Company and its results of operations as of the dates and for the periods
indicated (except as may be indicated in the notes thereto), subject in the case
of the interim unaudited financial statements only to normal year-end
adjustments and the omission of footnotes. </p>
<p>Section 3.09 Ordinary Course. </p>
<p>The Company conducted its business, marketed its real property and equipment
and kept its books of accounts, records and files, substantially in the same
manner as previously conducted. <br />
Section 3.10 Litigation. </p>
<p>Except as set forth on &#8206;Section 3.10 of the Company Disclosure Schedule, as
of the date of this Agreement (i) there are no outstanding judgments or orders
against the Company or the Company's Assets; (ii) there is no action, suit,
complaint, proceeding or investigation, judicial, administrative or otherwise,
that is pending or, to the Company's Knowledge, threatened that, if adversely
determined, would have a Material Adverse Effect on the Company. <br />
Section 3.11 Taxes. </p>
<p>The Company has duly and timely filed in proper form all Tax returns for all
Taxes required to be filed with the appropriate Regulatory Authority, except
where such failure would not have a Material Adverse Effect on the Company. </p>
<p>Section 3.12 Books and Records. </p>
<p>The books and records of the Company accurately and fairly represent the
Company Business and its results of operations in all material respects. All
accounts receivable and inventory of the Company Business are reflected properly
on such books and records in all material respects. </p>
<p>Section 3.13 Brokers or Finders. </p>
<p>Except as set forth in &#8206;Section 3.13 of the Company Disclosure Schedule and
on &#8206;Section 9.02 below, no broker or finder has acted directly or indirectly for
the Company or any of its Affiliates in connection with the transactions
contemplated by this Agreement, and neither the Company, nor any of its
Affiliates has incurred any obligation to pay any brokerage or finder's fee or
other commission in connection with the transaction contemplated by this
Agreement. </p>
<p>Section 3.14 Disclosure. </p>
<p>No representation or warranty of the Company in this Agreement or in the
Transaction Documents and no statement in any certificate furnished or to be
furnished by the Company pursuant to this Agreement contained, contains or will
contain on the date such agreement or certificate was or is delivered, or on the
Closing, any materially untrue statement of a fact, or omitted, omits or will
omit on such date to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading. </p>
<p style="text-align: center"><b>Article IV </b> </p>
<p style="text-align: center"><b>REPRESENTATIONS AND WARRANTIES OF SELLERS</b></p>
<p>Except as set forth in each Sellers Disclosure Schedule, each of the Sellers
represents and warrants, severally but not jointly with the other Sellers, and
in respect to himself/itself and his/its own shares, to and for the benefit of
Zaxis, that the statements contained in this &#8206;Article IV are true and correct as
of the date of this Agreement, and will be true and correct as of the respective
Closing date:</p>
<p>Section 4.01 Title to Company Shares.</p>
<p>Such Seller has good and valid title to, and is the sole lawful owner,
beneficially and of record, of all of the Company Shares set forth opposite the
name of such Seller in Exhibit A, which constitute the entire issued and
outstanding Company Shares held by such Seller, free and clear of any and all
Encumbrances. The Seller has sole voting power and sole power to issue
instructions with respect to the matters set forth in this Agreement, sole power
of disposition and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to the foregoing Company Shares. The
respective Company Shares referred to above are not subject to any shareholders
agreement, voting agreements, proxies, trusts or other agreement or
understandings relating to the voting or disposition thereof, which would
continue to be binding upon Zaxis after the respective Closing. Any proxies
heretofore given in respect of the respective Company Shares are not
irrevocable, and any such proxies are or shall be revoked by the Sellers at the
Closing.</p>
<p>Section 4.02 Authority and Validity. </p>
<p>Such Seller has all requisite power to execute and deliver, to perform its
obligations under, and to consummate the transactions contemplated by, this
Agreement, and has received any such consents, approvals or authorizations
necessary for the foregoing. The execution and delivery by the Seller, the
performance by the Seller of its obligations under, and the consummation by the
Seller of the transactions contemplated by, this Agreement have been duly
authorized by all requisite actions. This Agreement has been duly executed and
delivered by the Seller and (assuming due execution and delivery by Zaxis) is
the legal, valid, and binding obligation of the Seller enforceable against it in
accordance with its terms. Upon the execution and delivery of the Transaction
Documents by each Person that is required by this Agreement to execute, or that
does execute, this Agreement or any of the Transaction Documents, and assuming
due execution and delivery thereof by Zaxis, the Transaction Documents will be
the legal, valid and binding obligations of the Seller, enforceable against it
in accordance with their respective terms. </p>
<p>Section 4.03 No Breach or Violation. </p>
<p>Subject to obtaining the consents, approvals, authorizations, and orders of
and making the registrations or filings with or giving notices to Regulatory
Authorities and Persons identified herein, the execution, delivery and
performance by such Seller of this Agreement and the Transaction Documents and
the consummation of the transactions contemplated hereby and thereby in
accordance with the terms and conditions hereof and thereof, do not and will not
materially conflict with, constitute a material violation or breach of,
constitute a material default or give rise to any material right of termination
or acceleration of any material right or obligation of the Seller. </p>
<p>Section 4.04 Finder&#8217;s Fees.</p>
<p>Except as set forth in &#8206;Section 4.04 of the Company Disclosure Schedule and
on &#8206;Section 9.02 below, no broker or finder has acted directly or indirectly for
the Seller or any of its Affiliates in connection with the transactions
contemplated by this Agreement, and neither the Seller, nor any of its
Affiliates has incurred any obligation to pay any brokerage or finder's fee or
other commission in connection with the transaction contemplated by this
Agreement. </p>
<p>Section 4.05 Securities Laws. </p>
<p>(a) Subject to and without derogating from Zaxis' representations and
warranties set out in &#8206;Article V (including, without limitation, Zaxis'
representations and warranties relating to the Zaxis SEC Filings, such Seller
has acquired sufficient information about Zaxis (through the review by such
Seller of Zaxis&#8217; reports filed with the Commission under the Exchange Act) to
reach an informed and knowledgeable decision to acquire the Consideration
Shares. Such Seller is acquiring the respective Consideration Shares for such
Seller&#8217;s own account for investment purposes only and not with a view to, or for
the resale in connection with, any &quot;distribution&quot; thereof for purposes of the
Securities Act.<br />
(b) Such Seller understands that the Consideration Shares have not been
registered under the Securities Act and that the Zaxis Shares may not be sold,
transferred, or otherwise disposed of without registration under the Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Zaxis Shares or any available exemption from registration
under the Act, the Zaxis Shares must be held indefinitely. Each Seller is aware
that the Zaxis Shares may not be sold pursuant to Rule 144 promulgated by the
Commission under the Act unless all of the conditions of that Rule are met.
Among the conditions for use of Rule 144 may be the availability of current
information to the public about the Company.<br />
(c) The certificates evidencing the Consideration Shares shall bear a
restrictive legend as follows:</p>
<p>THE SECURITIES REPRESENTED BY THE SHARES HAVE BEEN OFFERED IN AN OFFSHORE
TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
&quot;ACT&quot;).<br />
NONE OF THE SHARES HAVE BEEN REGISTERED UNDER THE ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT. &quot;UNITED STATES&quot; AND &quot;U.S. PERSON&quot; ARE AS
DEFINED BY REGULATION S UNDER THE ACT.</p>
<p>Section 4.06 Sellers Status. </p>
<p>The indication by the Seller on the signature page hereto whether it
qualifies as an &quot;investor&quot; under Section 15(A)(b)(1) of the Israeli Securities
Law, 5728-1968 is true and correct. Each Seller represents that he/she/it is not
a &quot;U.S. Person&quot; as that term is defined under Rule 902 promulgated by the United
States Securities and Exchange commission</p>
<p style="text-align: center"><b>Article V </b> </p>
<p style="text-align: center"><b>REPRESENTATIONS AND WARRANTIES OF ZAXIS </b> </p>
<p>Except as set forth in the Zaxis Disclosure Schedule, Zaxis represents and
warrants, to and for the benefit of the Sellers and the Company, that the
statements contained in this &#8206;Article IV are true and correct as of the date of
this Agreement, and will be true and correct as of the respective Closing Date:</p>
<p>Section 5.01 Organization and Qualification. </p>
<p>(a) Zaxis is duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite power and authority to own,
lease and use its Assets as they are currently owned, leased and used and to
conduct its business as it is currently conducted. Zaxis is duly qualified or
licensed to do business in and is in good standing in each jurisdiction in which
the character of the properties owned, leased or used by it or the nature of the
activities conducted by it make such qualification necessary, except any such
jurisdiction where the failure to be so qualified or licensed would not have a
Material Adverse Effect on Zaxis or a material adverse effect on the validity,
binding effect or enforceability of this Agreement or the Transaction Documents
or the ability of Zaxis to perform its obligations under this Agreement or any
of the Transaction Documents.<br />
(b) There are no corporations, limited liability companies, partnerships, joint
ventures, associations or other entities or Persons in which Zaxis owns, of
record or beneficially, any direct or indirect equity or other interest or any
right (contingent or otherwise) to acquire the same.</p>
<p>Section 5.02 Capitalization. </p>
<p>(a) As of the Closing and the effective date of the filing of the Certificate
of Amendment of Zaxis with the State of Delaware and the approval by FINRA of
the corporate actions in Zaxis Information Statement filed with the SEC under
the Exchange Act, the authorized capital stock of Zaxis consists of 490,000,000
shares of Common Stock, of which 4,688,782 shares are outstanding, and
10,000,000 shares of Preferred Stock, none of which are issued and outstanding,
constituting all of the authorized shares of capital stock of Zaxis. All of
Zaxis' issued and outstanding shares of Common Stock have been duly authorized
and are validly issued, fully-paid and nonassessable, free and clean of any
third party interests.<br />
(b) Except as set forth in &#8206;Section 5.02(b)of the Company Disclosure Schedule no
options, warrants, purchase rights, preemptive rights or other contracts or
commitments that could require Zaxis to issue, sell, or otherwise cause to
become outstanding any of its capital stock or other ownership interests exist
as of the date hereof and as of the Closing. </p>
<p>Section 5.03 Authority and Validity. </p>
<p>Zaxis has all requisite power to execute and deliver, to perform its
obligations under, and to consummate the transactions contemplated by, this
Agreement, and has received any such consents, approvals or authorizations
necessary for the foregoing. The execution and delivery by Zaxis, the
performance by Zaxis of its obligations under, and the consummation by Zaxis of
the transactions contemplated by, this Agreement have been duly authorized by
all requisite action of Zaxis. This Agreement has been duly executed and
delivered by Zaxis and (assuming due execution and delivery by the Company) is
the legal, valid, and binding obligation of Zaxis enforceable against it in
accordance with its terms. Upon the execution and delivery of the Transaction
Documents by each Person that is required by this Agreement to execute, or that
does execute, this Agreement or any of the Transaction Documents, and assuming
due execution and delivery thereof by the Company, the Transaction Documents
will be the legal, valid and binding obligations of Zaxis, enforceable against
it in accordance with their respective terms.</p>
<p>Section 5.04 No Breach or Violation. </p>
<p>Subject to obtaining the consents, approvals, authorizations, and orders of
and making the registrations or filings with or giving notices to Regulatory
Authorities and Persons identified herein, the execution, delivery and
performance by Zaxis of this Agreement and the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby in accordance
with the terms and conditions hereof and thereof, do not and will not materially
conflict with, constitute a material violation or breach of, constitute a
material default or give rise to any material right of termination or
acceleration of any material right or obligation of Zaxis under, or result in
the creation or imposition of any Encumbrance upon Zaxis, Zaxis' Assets, Zaxis'
business or Zaxis' stock capital. </p>
<p>Section 5.05 Consents and Approvals. </p>
<p>No consent, approval, authorization or order of, registration or filing with,
or notice to, any Regulatory Authority or any other Person is necessary to be
obtained, made or given by Zaxis in connection with the execution, delivery and
performance by Zaxis of this Agreement or any Transaction Document or for the
consummation by Zaxis of the transactions contemplated hereby or thereby, except
to the extent the failure to obtain any such consent, approval, authorization or
order or to make any such registration or filing would not have a Material
Adverse Effect on Zaxis. </p>
<p>Section 5.06 Compliance with Legal Requirements. </p>
<p>Zaxis has operated its business in compliance with all material Legal
Requirements applicable to Zaxis, except to the extent the failure to operate in
compliance with all material Legal Requirements would not have a Material
Adverse Effect on Zaxis. Zaxis has not violated and is not in any violation of
environmental laws.</p>
<p>Section 5.07 Financial and Other Information. </p>
<p>(a) The historical financial statements (including the notes thereto)
contained (or incorporated by reference) in the Zaxis Securities Filings (&quot;Zaxis
Financial Statements&quot;) have been prepared in accordance with U.S. GAAP applied
on a consistent basis throughout the periods covered thereby (except as may be
indicated in the notes thereto), and present fairly the financial condition of
Zaxis and its results of operations as of the dates and for the periods
indicated, subject in the case of the unaudited financial statements only to
normal year-end adjustments (none of which will be material in amount) and the
omission of footnotes. <br />
(b) Zaxis Securities Filings did not, as of their filing dates, contain
(directly or by incorporation by reference) any untrue statement or omit to
state a fact required to be stated therein or necessary to make the statements
therein (or incorporated therein by reference), in light of the circumstances
under which they were or will be made, not misleading.</p>
<p>Section 5.08 Trading. </p>
<p>No order suspending the sale or ceasing the trading or quotation of Zaxis'
Common Stock on the Over-The-Counter Bulletin Board has been issued by any
court, securities commission or regulatory authority in the United States, and
no proceedings for such purpose are pending or, to the Knowledge of Zaxis, after
reasonable inquiry, threatened. </p>
<p>Section 5.09 No Undisclosed Liabilities.</p>
<p>Zaxis does not have any Liabilities of any kind, whether or not required to
be reflected or reserved in financial statements in accordance with US GAAP,
other than:<br />
(a) Liabilities reflected in the &quot;liabilities&quot; column of the balance sheet that
is part of the Zaxis Financial Statements or in the notes thereto;<br />
(b) Accounts payable and accrued salaries that have been incurred by Zaxis since
the Financial Statement date in the ordinary course of business and consistent
with past practice; and<br />
(c) Liabilities identified in &#8206;Section 5.09(c) of Zaxis Disclosure Schedule.</p>
<p>Section 5.10 Ordinary Course. </p>
<p>Since the date of the balance sheet included in the most recent Zaxis
Securities Filings filed through the date hereof, there has not been any
occurrence, event, incident, action, failure to act or transaction involving
Zaxis which might be likely, individually or in the aggregate, to have a
Material Adverse Effect on Zaxis. </p>
<p>Section 5.11 Litigation. </p>
<p>Except as set forth on &#8206;Section 5.11 of the Zaxis Disclosure Schedule, as of
the date of this Agreement (i) there are no outstanding judgments or orders
against Zaxis or Zaxis' Assets; (ii) there is no action, suit, complaint,
proceeding or investigation, judicial, administrative or otherwise, that is
pending or, to Zaxis' Knowledge, threatened that, if adversely determined, would
have a Material Adverse Effect on Zaxis.</p>
<p>Section 5.12 Assets and Liabilities. </p>
<p>As of the date hereof and of the date of the Closing, Zaxis does not employ
any person and does not have any Assets or Liabilities, except for the (i)
reasonable Liabilities incurred strictly in connection with the consummation of
the transactions contemplated by this Agreement, and (ii) Investment Amount. </p>
<p>Section 5.13 Taxes. <br />
Zaxis has duly and timely filed in proper form all Tax Returns for all Taxes
required to be filed with the appropriate Regulatory Authority, except where
such failure would not have a Material Adverse Effect on Zaxis. </p>
<p>Section 5.14 Books and Records. </p>
<p>The books and records of Zaxis accurately and fairly represent Zaxis'
business and its results of operations in all material respects. All accounts
receivable and inventory of Zaxis' business are reflected properly on such books
and records in all material respects. </p>
<p>Section 5.15 Brokers or Finders. </p>
<p>Except as set forth in &#8206;Section 5.15 of the Zaxis Disclosure Schedule, no
broker or finder has acted directly or indirectly for Zaxis or any of its
Affiliates in connection with the transactions contemplated by this Agreement,
and neither Zaxis, nor any of its Affiliates has incurred any obligation to pay
any brokerage or finder's fee or other commission in connection with the
transaction contemplated by this Agreement. </p>
<p>Section 5.16 Disclosure. </p>
<p>No representation or warranty of Zaxis in this Agreement or in the
Transaction Documents and no statement in any certificate furnished or to be
furnished by Zaxis pursuant to this Agreement contained, contains or will
contain on the date such agreement or certificate was or is delivered, or on the
Closing, any materially untrue statement of a fact, or omitted, omits or will
omit on such date to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading. </p>
<p>Section 5.17 Subscription Agreements </p>
<p>The Subscription Agreement which Zaxis entered into or will enter into with
Subscribers for raising the Investment Amount is attached hereto as Exhibit B.
The execution and delivery by Zaxis, the performance by Zaxis of its obligations
under, and the consummation by Zaxis of the transactions contemplated by, the
Subscription Agreement have been duly authorized by all requisite action of
Zaxis. The Subscription Agreement has been duly executed and delivered by Zaxis
and (assuming due execution and delivery by the Subscribers) is a legal, valid,
and binding obligation of Zaxis enforceable against it in accordance with its
terms. Zaxis is not aware and has not received any notice of a Subscriber not
intending or not being capable of meeting such Subscriber's obligations pursuant
to the Subscription Agreement entered into with it.</p>
<p>Section 5.18 Filings. </p>
<p>Zaxis has duly made on time all of the filings required by the Securities Act
of 1933, as amended, and the Exchange Act and the rules and regulations
promulgated thereunder and any applicable instructions of the relevant stock
exchange, required to be made and no such filing contains any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements made, not misleading. </p>
<p>Section 5.19 Information.</p>
<p>Zaxis has received (i) all documents and information required by it to enter
into this Agreement, and (ii) full opportunity to present questions to the
Company and its Representatives and each of the Sellers, and enters into this
Agreement and the other transactions contemplated hereunder after conducting an
independent due diligence review of the Company's and the Sellers' affairs. </p>
<p style="text-align: center"><b>Article VI </b> </p>
<p style="text-align: center"><b>ZAXIS MANAGEMENT </b> </p>
<p>Section 6.01 Board of Directors. </p>
<p>The board of directors of Zaxis (the &quot;Zaxis Board&quot;), immediately following
Closing, shall be comprised of 3 or 5 board members, as follows:</p>
<p>(a) The Sellers shall be entitled to appoint two members (in the event that
Zaxis Board is comprised of three directors) or three members (in the event that
Zaxis Board is comprised of five directors) of the Zaxis Board (the &quot;Sellers
Directors&quot;).<br />
(b) Zaxis Shareholders shall be entitled to appoint one member (in the event
that Zaxis Board is comprised of three directors) or two members (in the event
that Zaxis Board is comprised of five directors) of the Zaxis Board.<br />
(c) For as long as long as Mr. Lior Wayn holds 5% or more of Zaxis' issued and
outstanding stock capital or holds the position of Zaxis' chief executive
officer, Mr. Wayn shall be entitled to appoint one of the Sellers Directors.</p>
<p>Section 6.02 Zaxis Management. </p>
<p>At the Closing: </p>
<p>(a) Mr. Lior Wayn shall be appointed as the chief executive officer of Zaxis,
under the terms and conditions of an employment agreement to be entered into
between Mr. Wayn and Zaxis on or prior to Closing, substantially in the form set
forth as Exhibit G.<br />
(b) The executives and consultants of Zaxis shall be appointed by Mr. Wayn at
his discretion, provided, however, that the chief financial officer of Zaxis
shall be appointed jointly by the Zaxis Shareholders and Mr. Wayn. </p>
<p>Section 6.03 Amended and Restated Bylaws. </p>
<p>The provisions set out in this &#8206;Article VI shall be reflected in the Amended
and Restated Bylaws. </p>
<p style="text-align: center"><b>Article VII </b> </p>
<p style="text-align: center"><b>COVENANTS OF THE COMPANY </b> </p>
<p>Between the date of this Agreement and the Closing: </p>
<p>Section 7.01 Additional Information. </p>
<p>The Company shall provide to Zaxis and its Representatives such financial,
operating and other documents, data and information relating to the Company, the
Company Business and the Company's Assets and Liabilities of the Company, as
Zaxis or its Representatives may reasonably request. </p>
<p>Section 7.02 Continuity and Maintenance of Operations. </p>
<p>The Company shall use its commercially reasonable efforts to promote the
financial success of the Company Business and use its commercially reasonable
efforts to promote, develop and preserve its relationships with its present
employees as well as the goodwill of its customers. </p>
<p>Section 7.03 Consents and Approvals. </p>
<p>As soon as practicable after execution of this Agreement, the Company shall
use commercially reasonable efforts to obtain any necessary consent, approval,
authorization or order of, make any registration or filing with or give any
notice to, any Regulatory Authority or Person as is required to be obtained,
made or given by the Company to consummate the transactions contemplated by this
Agreement and the Transaction Documents. </p>
<p>Section 7.04 Notification of Certain Matters. </p>
<p>The Company shall promptly notify Zaxis of any fact, event, circumstance or
action known to it that is reasonably likely to cause the Company to be unable
to perform any of its covenants contained herein or any condition precedent in
&#8206;Article X not to be satisfied, or that, if known on the date of this Agreement,
would have been required to be disclosed to Zaxis pursuant to this Agreement or
the existence or occurrence of which would cause any of the Company's
representations or warranties under this Agreement not to be correct and/or
complete. The Company shall give prompt written notice to Zaxis of any adverse
development causing a breach of any of the representations and warranties in
&#8206;Article III as of the date made. </p>
<p>Section 7.05 Company Schedules. </p>
<p>The Company shall, from time to time prior to Closing, supplement the
documents to be provided by it hereunder (the &quot;Company Schedules&quot;) with
additional information that, if existing or known to it on the date of delivery
to Zaxis, would have been required to be included therein. </p>
<p style="text-align: center"><b>Article VIII </b> </p>
<p style="text-align: center"><b>COVENANTS OF ZAXIS </b> </p>
<p>Between the date of this Agreement and the Closing: </p>
<p>Section 8.01 Additional Information. </p>
<p>Zaxis shall provide to the Company and its Representatives such financial,
operating and other documents, data and information relating to Zaxis, and the
Zaxis Business as the Company or its Representatives may reasonably request. </p>
<p>Section 8.02 No Solicitations. </p>
<p>From and after the date of this Agreement until the Closing or termination of
this Agreement pursuant to &#8206;Article XIII, Zaxis will not nor will it authorize
or permit any of its officers, directors, Affiliates or employees or any
investment banker, attorney or other advisor or representative retained by it,
directly or indirectly: (i) solicit or initiate the making, submission or
announcement of any other acquisition proposal or issuance of any securities;
(ii) participate in any discussions or negotiations regarding, or furnish to any
person any non-public information with respect to any other acquisition proposal
or issuance of any securities; (iii) engage in discussions with any Person with
respect to any other acquisition proposal or issuance of any securities, except
as to the existence of these provisions; (iv) approve, endorse or recommend any
other acquisition proposal or issuance of any securities; or (v) enter into any
letter of intent or similar document or any contract agreement or commitment
contemplating or otherwise relating to any other acquisition proposal or
issuance of any securities, which do not directly relate to raising the
Investment Amount, without the Company's prior written permission. </p>
<p>Section 8.03 Continuity and Maintenance of Operations. </p>
<p>Zaxis shall not enter into any arrangements or understandings, undertake or
receive any obligations or undertakings, acquire Assets or Liabilities or change
in any way its operations prior to the date of this Agreement, other than
strictly necessary for meeting its obligations herein. </p>
<p>Section 8.04 Consents and Approvals. </p>
<p>As soon as practicable after execution of this Agreement, Zaxis shall obtain
any necessary consent, approval, authorization or order of, make any
registration or filing with or give notice to, any Regulatory Authority or
Person as is required to be obtained, made or given by it to consummate the
transactions contemplated by this Agreement and the Transaction Documents. </p>
<p>Section 8.05 Notification of Certain Matters. </p>
<p>Zaxis shall promptly notify the Company of any fact, event, circumstance or
action known to it that is reasonably likely to cause Zaxis to be unable to
perform any of its covenants contained herein or any condition precedent in
&#8206;Article XI not to be satisfied, or that, if known on the date of this
Agreement, would have been required to be disclosed to the Company pursuant to
this Agreement or the existence or occurrence of which would cause any of Zaxis'
representations or warranties under this Agreement not to be correct and/or
complete. Zaxis shall give prompt written notice to the Company of any adverse
development causing a breach of any of the representations and warranties in
&#8206;Article V. </p>
<p>Section 8.06 Zaxis Disclosure Schedule. </p>
<p>Zaxis shall, from time to time prior to Closing, supplement the documents to
be provided by it with additional information that, if existing or known to it
on the date of this Agreement, would have been required to be included therein.
</p>
<p>Section 8.07 SEC Filings. </p>
<p>Zaxis will timely file all reports and other documents required to be filed
with the Securities and Exchange Commission, which reports and other documents
do not and will not contain any misstatement of a material fact, and do not and
will not omit any material fact necessary to make the statements therein not
misleading. </p>
<p>Section 8.08 Adoption of New Parent Option Plan. </p>
<p>Zaxis shall adopt a new option plan similar to the Emerald 2014 Share Option
Plan, in order to enable the replacement of the Assumed Options pursuant to
&#8206;Article II and approve an option pool under which 1,850,000 Zaxis Shares from
the Zaxis stock capital will be reserved for issuance of which 925,000 shall be
exercisable against the par value of the Zaxis Shares and 925,000 shall be
exercisable against an exercise price of US$0.40 per on Zaxis Share. </p>
<p style="text-align: center"><b>Article IX </b> </p>
<p style="text-align: center"><b>ADDITIONAL AGREEMENTS </b> </p>
<p>Section 9.01 Issuance of Warrants. </p>
<p>Immediately following Closing, Zaxis shall issue for no consideration the
following warrants exercisable upon written notice into Zaxis Shares
(&quot;Warrants&quot;):</p>
<p>(a) Financial Consultants Warrants. Concurrently with the Closing, Zaxis
shall enter into consulting agreements with those Persons listed in Exhibit H
hereto in exchange for financial and business development services, in
consideration for which Zaxis will issue: (i) warrants to acquire an aggregate
of 2,536,247 Zaxis Shares at an exercise price of US$0.40 which are exercisable
during a period of 2 years from the Closing on a cashless basis (the
&quot;Consultants $0.40 Warrants&quot;), ; and (ii) warrants to acquire 1,250,000 units,
each consisting of one Zaxis Share and one warrant exercisable to purchase an
additional Zaxis Share (the &quot;Consultants Unit Warrants&quot;) from and after the date
of the Closing until the earlier of: (a) one year from the Closing; or (b) 90
days after the Commission declares effective a registration statement with
respect to the securities underlying the Consultants Unit Warrants. The
allocation of the Consultants Unit Warrants and the Consultants $0.40 Warrants
is set forth in Exhibit H. The forms of the Consultants Unit Warrants and the
Consultants $0.40 Warrants shall be in a form agreed upon by the Parties. </p>
<p>(b) The Wayn Warrants. The Wayn Warrants, substantially in the form attached
hereto as Exhibit I, shall be issuable to Lior Wayn, Emerald's CEO, and shall be
exercisable to acquire 2,700,000 Zaxis Shares at a price equal to the par value
of the Zaxis Shares in three equal tranches of 900,000 Warrants, each tranche
subject to the satisfaction by Zaxis certain milestones as set forth in Exhibit
J hereto for the period set out therein. The Wayn Warrants shall be issued in
the name of Lior Wayn or to those Persons designated by Mr. Wayn, in his sole
discretion.</p>
<p>Section 9.02 Finder Fee. </p>
<p>Immediately following Closing, Zaxis shall issue for no consideration 517,907
Zaxis Shares in the aggregate in such numbers and to those Persons as set forth
in Exhibit K hereto, in consideration for them introducing the Company and Zaxis
and facilitating the transactions herein. </p>
<p>Section 9.03 Further Actions. </p>
<p>In case at any time after the respective Closing any further actions are
necessary to achieve the purposes of this Agreement, each party hereto will take
such further actions (including the execution and delivery of all necessary
instruments and documents) as any other party may reasonably request. </p>
<p>Section 9.04 D&amp;O Insurance. </p>
<p>Zaxis shall provide to the Company's current directors and &quot;Office Holders&quot;
(as such term is defined under the Israeli Companies Law, 5759-1999) a directors
and officers liability insurance cover having such terms and conditions and in
such premiums as is customary for US publicly listed companies. </p>
<p>Section 9.05 Registration Statement on Form S-1. </p>
<p>Within 90 days after the Closing, Zaxis shall prepare and file with the
Commission a Registration Statement on Form S-1 under the Act in order to
register the Consideration Shares and Zaxis Shares underlying the Wayn Warrants
and pay all expenses incident thereto. The Parties understand that the
Registration Statement, in order to comply with the Securities Act and the rules
and regulations thereunder, must contain, among other disclosure regarding the
Company, the audited financial statements of the Company for the years ending
December 31, 2014 and 2013 prepared in accordance with US GAAP.</p>
<p>Section 9.06 Israeli Tax Ruling.</p>
<p>Immediately following execution of this Agreement, the Company will file with
the ITA an application for a tax pre-ruling permitting the Seller to defer the
payment of any applicable Israeli tax with respect to any respective
Consideration Shares received pursuant to this Agreement until the &quot;Day of Sale&quot;
(as defined in Section 104(h) of the Tax Ordinance) of such Consideration Shares
by Seller. The Israeli Tax Ruling shall not impose any restrictions or
obligations on Zaxis, Emerald and the Company Shareholders.</p>
<p style="text-align: center"><b>Article X </b> </p>
<p style="text-align: center"><b>CONDITIONS PRECEDENT TO OBLIGATIONS OF ZAXIS
</b> </p>
<p>All obligations of Zaxis under this Agreement shall be subject to the
fulfillment at or prior to Closing of each of the following conditions, it being
understood that Zaxis may, in its sole discretion, to the extent permitted by
applicable Legal Requirements, waive any or all of such conditions in whole or
in part. </p>
<p>Section 10.01 Accuracy of Representations. </p>
<p>All representations and warranties of the Company contained in this
Agreement, the Transaction Documents and any certificate delivered by the
Company at or prior to Closing shall be, if specifically qualified by
materiality, true in all respects and, if not so qualified, shall be true in all
material respects, in each case on and as of the Closing with the same effect as
if made on and as of the Closing, except for representations and warranties
expressly stated to be made as of the date of this Agreement or as of another
date other than the date of Closing and except for changes contemplated or
permitted by this Agreement. </p>
<p>Section 10.02 Covenants. </p>
<p>The Company shall, in all material respects, have performed and complied with
each of the covenants, obligations and agreements contained in this Agreement
and the Transaction Documents that are to be performed or complied with by them
at or prior to Closing. </p>
<p>Section 10.03 Consents and Approvals. </p>
<p>All consents, approvals, permits, authorizations and orders required to be
obtained from, and all registrations, filings and notices required to be made
with or given to, any Regulatory Authority or Person as provided herein shall
have been obtained. </p>
<p>Section 10.04 Delivery of Documents. </p>
<p>The Company shall have delivered, or caused to be delivered, to Zaxis copies
of the Transaction Documents required to be delivered by it at the Closing as
set forth in Exhibit F, duly executed (as applicable). </p>
<p>Section 10.05 No Material Adverse Effect.</p>
<p>Since the date hereof, there shall have been no Material Adverse Effect with
regards to the Company.</p>
<p style="text-align: center"><b>Article XI </b> </p>
<p style="text-align: center"><b>CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS AND COMPANY
</b> </p>
<p>All obligations of the Company and the Sellers under this Agreement shall be
subject to the fulfillment at or prior to Closing of the following conditions,
it being understood that the Company and the Sellers may, in their sole
discretion, to the extent permitted by applicable Legal Requirements, waive any
or all of such conditions in whole or in part. </p>
<p>Section 11.01 Accuracy of Representations. </p>
<p>All representations and warranties of Zaxis contained in this Agreement and
the Transaction Documents and any other document, instrument or certificate
delivered by Zaxis at or prior to the Closing shall be, if specifically
qualified by materiality, true and correct in all respects and, if not so
qualified, shall be true and correct in all material respects, in each case on
and as of the Closing with the same effect as if made on and as of the Closing,
except for representations and warranties expressly stated to be made as of the
date of this Agreement or as of another date other than the date of Closing and
except for changes contemplated or permitted by this Agreement. </p>
<p>Section 11.02 Covenants. </p>
<p>Zaxis shall, in all material respects, have performed and complied with each
obligation, agreement, covenant and condition contained in this Agreement and
the Transaction Documents and required by this Agreement and the Transaction
Documents to be performed or complied with by Zaxis at or prior to Closing. </p>
<p>Section 11.03 Consents and Approvals. </p>
<p>All consents, approvals, authorizations and orders required to be obtained
from, and all registrations, filings and notices required to be made with or
given to, any Regulatory Authority or Person as provided herein shall have been
obtained, including the Israeli Tax Ruling. </p>
<p>Section 11.04 Delivery of Documents. </p>
<p>Zaxis shall have delivered, or caused to be delivered, to the Company and/or
Mr. Lior Wayn and/or the Sellers copies of the Transaction Documents required to
be delivered by it at the Closing as set forth in Exhibit F, duly executed (as
applicable). </p>
<p>Section 11.05 No Material Adverse Change. </p>
<p>There shall have been no material adverse change in the business, financial
condition or operations of Zaxis, taken as a whole. </p>
<p>Section 11.06 No Assets &amp; Liabilities. </p>
<p>Immediately prior to Closing, Zaxis shall have no Assets or Liabilities,
except for the Investment Amount and as may arise directly from this Agreement
and from the Subscription Agreements.</p>
<p>Section 11.07 Payment of Costs. </p>
<p>The Zaxis Shareholders shall have paid all of the costs and expenses of Zaxis
and themselves associated with the transactions contemplated herein.</p>
<p>Section 11.08 Israeli Tax Ruling</p>
<p>The Sellers have been granted the requisite pre-ruling from the Israeli Tax
Ruling duly approved by the ITA.</p>
<p style="text-align: center"><b>Article XII </b> </p>
<p style="text-align: center"><b>INDEMNIFICATION </b> </p>
<p>Section 12.01 Indemnification by the Sellers. </p>
<p>The Sellers shall indemnify, defend and hold harmless Zaxis, and each of
Zaxis' respective shareholders, members, partners, directors, officers,
managers, employees, agents, attorneys and representatives, from and against any
and all Losses which may be incurred or suffered by any such party and which may
arise out of or result from any breach of any representation, warranty, covenant
or agreement of the Company or of the Sellers contained in this Agreement made
as of the Closing. Notwithstanding the foregoing, no claim under this &#8206;Section
12.01 may be made unless notice is given pursuant to &#8206;Section 12.07 within one
year from the Closing Date. </p>
<p>Section 12.02 Indemnification by Zaxis. </p>
<p>Zaxis shall indemnify, defend and hold harmless the Sellers, the Company and
each of their respective shareholders, members, partners, directors, officers,
managers, employees, agents, attorneys and representatives from and against any
and all Losses which may be incurred or suffered by any such party and which may
arise out of or result from any breach of any representation, warranty covenant
or agreement of Zaxis contained in this Agreement made as of the Closing.
Notwithstanding the foregoing, no claim under this &#8206;Section 12.02 may be made
unless notice is given pursuant to &#8206;Section 12.03 within one year from the date
of Closing.</p>
<p>Section 12.03 Notice to Indemnifying Party. </p>
<p>If any party (the &quot;Indemnified Party&quot;) receives notice of any claim or other
commencement of any action or proceeding with respect to which any other party
(or parties) (the &quot;Indemnifying Party&quot;) is obligated to provide indemnification
pursuant to &#8206;Section 12.01 and Section 12.02, the Indemnified Party shall
promptly give the Indemnifying Party written notice thereof, which notice shall
specify in reasonable detail, if known, the amount or an estimate of the amount
of the liability arising therefrom and the basis of the claim. Such notice shall
be a condition precedent to any liability of the Indemnifying Party for
indemnification hereunder, but the failure of the Indemnified Party to give
prompt notice of a claim shall not adversely affect the Indemnified Party's
right to indemnification hereunder unless the defense of that claim is
materially prejudiced by such failure. The Indemnified Party shall not settle or
compromise any claim by a third party for which it is entitled to
indemnification hereunder without the prior written consent of the Indemnifying
Party (which shall not be unreasonably withheld or delayed) unless suit shall
have been instituted against it and the Indemnifying Party shall not have taken
control of such suit after notification thereof as provided in &#8206;Section 12.04
below. </p>
<p>Section 12.04 Defense by Indemnifying Party. </p>
<p>In connection with any claim giving rise to indemnity hereunder resulting
from or arising out of any claim or legal proceeding by a Person who is not a
party to this Agreement, the Indemnifying Party at its sole cost and expense
may, upon written notice to the Indemnified Party, assume the defense of any
such claim or legal proceeding (i) if it acknowledges to the Indemnified Party
in writing its obligations to indemnify the Indemnified Party with respect to
all elements of such claim (subject to any limitations on such liability
contained in this Agreement) and (ii) if it provides assurances, reasonably
satisfactory to the Indemnified Party, that it will be financially able to
satisfy such claims in full if the same are decided adversely. If the
Indemnifying Party assumes the defense of any such claim or legal proceeding, it
may use counsel of its choice to prosecute such defense, subject to the approval
of such counsel by the Indemnified Party, which approval shall not be
unreasonably withheld or delayed. The Indemnified Party shall be entitled to
participate in (but not control) the defense of any such action, with its
counsel and at its own expense; provided, however, that if the Indemnified
Party, in its sole discretion, determines that there exists a conflict of
interest between the Indemnifying Party (or any constituent party thereof) and
the Indemnified Party, the Indemnified Party (or any constituent party thereof)
shall have the right to engage separate counsel, the reasonable costs and
expenses of which shall be paid by the Indemnified Party. If the Indemnifying
Party assumes the defense of any such claim or legal proceeding, the
Indemnifying Party shall take all steps necessary to pursue the resolution
thereof in a prompt and diligent manner. The Indemnifying Party shall be
entitled to consent to a settlement of, or the stipulation of any judgment
arising from, any such claim or legal proceeding, with the consent of the
Indemnified Party, which consent shall not be unreasonably withheld or delayed;
provided, however, that no such consent shall be required from the Indemnified
Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising
out of such settlement or judgment concurrently with the effectiveness thereof
(as well as all other Losses theretofore incurred by the Indemnified Party which
then remain unpaid or unreimbursed); (ii) in the case of a settlement, the
settlement is conditioned upon a complete release by the claimant of the
Indemnified Party; and (iii) such settlement or judgment does not require the
Encumbrance of any asset of the Indemnified Party or impose any restriction upon
its conduct of business.</p>
<p>Section 12.05 Limitation on Liabilities. </p>
<p>Excluding in the event of an inaccuracy in any of the Fundamental
Representations or in the event of willful breach, intentional misrepresentation
or fraud by any of the Parties, to which no limitation of liability pursuant to
this &#8206;&#8206;Section 12.05 shall apply:</p>
<p>(a) An Indemnifying Party shall be liable for a claim for indemnification
pursuant to &#8206;Section 12.01 and Section 12.02 if, and only if, the aggregate
amount of Losses which may be recovered from such Indemnifying Party pursuant to
&#8206;&#8206;Section 12.01 and Section 12.02 equals or exceeds US$100,000 (the
&quot;Deductible&quot;), in which case such Indemnifying Party shall be liable only for
the aggregate amount of Losses in excess of the Deductible.<br />
(b) The liability of each of the Sellers shall be limited solely to the transfer
of their holdings in Zaxis, where the number of Zaxis Shares to be transferred
pursuant to the provision hereof shall be determined based upon the
indemnification amount and Zaxis' value on the date of indemnification. <br />
(c) Each Party shall take and shall cause, to the full extent practicable and
legally permitted, its Affiliates and all Indemnified Parties related to it, to
take all commercially reasonable steps to mitigate any Losses upon becoming
aware of any event which would reasonably be expected to, or does, give rise
thereto.<br />
(d) Notwithstanding any provision to the contrary in this Agreement, in no event
shall any Indemnified Party be entitled to double recovery under this Agreement.
In particular, in the event any circumstances giving rise to Losses constitute a
breach of more than one representation and warranty, obligation or covenant on
the part of any Indemnifying Party, the Indemnified Parties shall only
collectively be entitled to be indemnified once in respect of the same Loss.</p>
<p>Section 12.06 Losses Net of Insurance, Etc. </p>
<p>The amount of any Losses for which indemnification is provided under &#8206;Section
12.01 and Section 12.02 shall be net of any amounts recovered by the Indemnified
Party pursuant to (i) any indemnification by or indemnification agreement with
any third party and/or (ii) any insurance proceeds or other cash receipts or
sources of reimbursement received as an offset against such Losses (each source
of recovery referred to in clauses (i) and (ii) of this &#8206;Section 12.06 a
&quot;Collateral Source&quot;), and (iii) an amount equal to the net tax benefit, if any,
actually realized by the Indemnified Party within three years of such Loss. The
Indemnified Party shall use commercially reasonable efforts to seek recovery
from all Collateral Sources regardless of indemnification available under this
&#8206;Article XII. The Indemnifying Party may require an Indemnified Party to assign
the rights to seek recovery pursuant to the preceding sentence; provided,
however, that the indemnifying Party will then be responsible for pursuing such
claim at its own expense. If the amount to be netted hereunder in connection
with a Collateral Source from any payment required under &#8206;Section 12.01 and
Section 12.02 is determined after payment by the Indemnifying Party of any
amount otherwise required to be paid to an Indemnified Party pursuant to this
&#8206;Article XII, the Indemnified Party shall repay to the Indemnifying Party,
promptly after such determination, any amount that the Indemnifying Party would
not have had to pay pursuant to this &#8206;Article XII had such determination been
made at the time of such payment, and any excess recovery from a Collateral
Source shall be applied to reduce any future payments to be made by the
Indemnifying Party pursuant to &#8206;Section 12.01 and Section 12.02.</p>
<p>Section 12.07 Sole Remedy/Waiver. </p>
<p>The Parties acknowledge and agree that the remedies provided for in this
&#8206;Article XII shall be the Parties&#8217; sole and exclusive remedy for any breach of
the representations, warranties, covenants or agreements contained in this
Agreement or any claims relating to this Agreement or any other document,
certificate or agreement delivered pursuant hereto, other than claims or causes
of action arising out of fraud or intentional misconduct; provided, however,
that this &#8206;Section 12.07 shall not limit or restrict a Party&#8217;s ability to obtain
injunctive or equitable relief to enforce any covenant contained in this
Agreement or in the Transaction Documents or any other document, certificate or
agreement delivered pursuant hereto or thereto. In furtherance of the foregoing
and except as specifically set forth in this Agreement, each of the Parties
hereby waive, effective upon the Effective Date, to the fullest extent permitted
by applicable Law, any and all other rights, claims and causes of action
(including rights of contribution, if any, and claims for rescission), which
exist or may arise in the future, that it may have against any current or future
director, officer, employee, general or limited partner or equity holder of any
of the Parties or their respective Affiliates, as the case may be, arising under
or based upon any Law for any breach of the representations and warranties or
covenants contained in this Agreement, other than claims or causes of action
arising out of fraud or intentional misconduct. </p>
<p style="text-align: center"><b>Article XIII </b> </p>
<p style="text-align: center"><b>TERMINATION </b> </p>
<p>Section 13.01 Termination. </p>
<p>This Agreement may be terminated, and the transactions contemplated hereby
may be abandoned, at any time prior to the Effective Date (i) by mutual written
agreement of the Parties, or (ii) by either the Company or Zaxis upon
notification to the non-terminating party by the terminating party if: </p>
<p>(a) the terminating party is not in material breach of its obligations under
this Agreement and there has been a material breach of any representation,
warranty, covenant or agreement on the part of the non-terminating party set
forth in this Agreement such that the conditions in Article X, Article XI and
Article XII will not be satisfied; or<br />
(b) if any court of competent jurisdiction or other competent Governmental or
Regulatory Authority shall have issued an order making illegal or otherwise
permanently restricting, preventing or otherwise prohibiting the Exchange and
such order shall have become final and non-appealable. </p>
<p>Section 13.02 Effect of Termination. </p>
<p>If this Agreement is validly terminated by either the Company or Zaxis
pursuant to &#8206;Section 13.01, this Agreement will forthwith become null and void
and there will be no liability or obligation on the part of the parties hereto,
except that nothing contained herein shall relieve any party hereto from
liability for willful breach of its representations, warranties, covenants or
agreements contained in this Agreement. </p>
<p style="text-align: center"><b>Article XIV </b> </p>
<p style="text-align: center"><b>MISCELLANEOUS</b></p>
<p>Section 14.01 Parties Obligated and Benefited. </p>
<p>This Agreement shall be binding upon the Parties and their respective
successors by operation of law and shall inure solely to the benefit of the
Parties and their respective successors by operation of law, and no other Person
shall be entitled to any of the benefits conferred by this Agreement. Without
the prior written consent of the other Party, no Party may assign this Agreement
or the Transaction Documents or any of its rights or interests or delegate any
of its duties under this Agreement or the Transaction Documents. </p>
<p>Section 14.02 Publicity. </p>
<p>The initial press release shall be a joint press release and thereafter the
Company and Zaxis each shall consult with each other prior to issuing any press
releases or otherwise making public announcements with respect to the Exchange
and the other transactions contemplated by this Agreement and prior to making
any filings with any third party and/or any Regulatory Authorities (including
any national securities interdealer quotation service) with respect thereto,
except as may be required by law or by obligations pursuant to any listing
agreement with or rules of any national securities interdealer quotation
service.</p>
<p>Section 14.03 Confidential Information. </p>
<p>Recognizing the confidential and proprietary nature of the Company's
information which Zaxis and its Representatives may be exposed to, the
substantial harm which the Company might occur and that monetary damages might
not be adequate remedy for the Company should such information become public
knowledge, subject to any applicable law or regulation, all information supplied
to Zaxis and its Representatives in the preparation, signing and performance of
this Agreement (the &quot;Confidential Information&quot;) shall be considered as
proprietary and confidential information of the Company. Zaxis shall not
disclose any Confidential Information to any other person without the prior
written consent of the Company. Notwithstanding the foregoing, Zaxis may
disclose Confidential Information to its Representatives who have a need to know
such Confidential Information for the purpose of the performance of this
Agreement, provided, however, that Zaxis shall procure that its respective
Representatives to whom such disclosure is made will act in accordance with the
terms of this Confidentiality Clause as if each of them were a Party hereto, and
that Zaxis shall be responsible for any breach of this Agreement by any of its
respective Representatives. Anything herein to the contrary notwithstanding,
this &#8206;Section 14.03 shall remain in force for 2 years following the termination
of this Agreement for any reason whatsoever </p>
<p>Section 14.04 Notices. </p>
<p>All notices, consents, approvals, agreements, authorizations, acceptances,
rejections and waivers under this Agreement must be in writing and shall be
deemed given when: (a) delivered by hand or private, prepaid courier service to
the person specified for the receiving Party at the address specified; or (b)
mailed to that addressee at that address by a nationally recognized express mail
carrier with package tracking capability or certified mail, return receipt
requested, with postage fully prepaid; or (c) transmitted by facsimile. A notice
by facsimile shall be deemed given, subject to electronic confirmation of
delivery, on the date of receipt if a Business Day, or on the following Business
Day if received on a day that is not a Business Day. Each Party may change the
address or person for notification upon 10 days' notice to the other Party. The
initial notification information is as follows:</p>
<p>14.1 for Zaxis: 14.2 for the Company and the Sellers:</p>
<table cellpadding="0" cellspacing="0" style="width: 100%">
	<tr>
		<td style="width: 45%; height: 0%">Zaxis International, Inc.</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Emerald Medical Applications Ltd</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">42 Ben Zvi Street</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">1 Emek Ayalon Street</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">Ramat Gan</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Modi'in-Maccabim-Reut</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">5224747 Israel</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">7170634, Israel</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">Attn: Liron Carmel</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Lior Wayn</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">Fax: _______________ </td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Fax: +972 (72) 222-1119</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">with a copy (which shall not
		constitute a notice) to:</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">with a copy (which shall not
		constitute a notice) to:</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">Office of Richard Rubin</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Yuval Levy &amp; Co. Law Offices &amp;
		Notaries </td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">40 Wall Street-28th Floor</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">5 Kinneret St. (B.S.R Tower 3)</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">New York, NY 10005</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Bney Brak 5126237, Israel</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">Fax: &nbsp;212.658.9867</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Attn: Ayal Klinemintz, Adv.</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">&nbsp;</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">Fax: +972 (72) 222-1119</td>
	</tr>
	<tr>
		<td style="width: 45%; height: 0%">&nbsp;</td>
		<td style="width: 10%; height: 0%">&nbsp;</td>
		<td style="width: 45%; height: 0">&nbsp;</td>
	</tr>
</table>
<p>Section 14.05 Attorneys' Fees. </p>
<p>In the event of any action or suit based upon or arising out of any alleged
breach by any Party of any representation, warranty, covenant or agreement
contained in this Agreement or the Transaction Documents, the prevailing Party
shall be entitled to recover reasonable attorneys' fees and other costs of such
action or suit from the other Party. </p>
<p>Section 14.06 Headings. </p>
<p>The Article and Section headings of this Agreement are for convenience only
and shall not constitute a part of this Agreement or in any way affect the
meaning or interpretation thereof. </p>
<p>Section 14.07 Choice of Law and Jurisdiction. </p>
<p>This Agreement and the rights of the Parties under it shall be governed by
and construed in all respects solely in accordance with the laws of the State of
Israel, without giving effect to any choice of law provision or rule (whether of
the State of Israel or any other jurisdiction that would cause the application
of the laws of any jurisdiction other than the State of Israel), and the
competent courts located in Tel Aviv, Israel, shall have exclusive jurisdiction
with respect to any claim or procedure arising out of or in connection with this
Agreement. </p>
<p>Section 14.08 Rights Cumulative. </p>
<p>Subject to &#8206;Article XII, all rights and remedies of each of the Parties under
this Agreement shall be cumulative, and the exercise of one or more rights or
remedies shall not preclude the exercise of any other right or remedy available
under this Agreement or applicable law. </p>
<p>Section 14.09 Further Actions. </p>
<p>The Parties shall execute and deliver to each other, from time to time at or
after Closing, for no additional consideration and at no additional cost to the
requesting party, such further assignments, certificates, instruments, records,
or other documents, assurances or things as may be reasonably necessary to give
full effect to this Agreement and to allow each party fully to enjoy and
exercise the rights accorded and acquired by it under this Agreement. </p>
<p>Section 14.10 Time of the Essence. </p>
<p>Time is of the essence under this Agreement. If the last day permitted for
the giving of any notice or the performance of any act required or permitted
under this Agreement falls on a day which is not a Business Day, the time for
the giving of such notice or the performance of such act shall be extended to
the next succeeding Business Day. </p>
<p>Section 14.11 Counterparts. </p>
<p>This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. </p>
<p>Section 14.12 Entire Agreement. </p>
<p>This Agreement (including the Exhibits, the Company Schedules and any other
documents, instruments and certificates referred to herein, which are
incorporated in and constitute a part of this Agreement) contains the entire
agreement between the Parties. Without limiting the generality of the foregoing,
this Agreement is intended to supersede the Memorandum of Understanding by and
between Zaxis and the Company dated 30 December, 2014.</p>
<p>Section 14.13 Agreements with Third Parties. </p>
<p>Nothing herein contained shall be deemed or construed to amend, modify,
derogate from or change any existing agreement or understanding of the Parties
with third parties relating to any matter set forth herein. </p>
<p>Section 14.14 Expenses. </p>
<p>Each party will be responsible for payment of its expenses in connection with
the transactions contemplated by this Agreement. </p>
<p>Section 14.15 Survival of Representations and Covenants. </p>
<p>Notwithstanding any right of any Party fully to investigate the affairs of
the Company or Zaxis, as the case may be, and notwithstanding any knowledge of
facts determined or determinable by any Party pursuant to such investigation or
right of investigation, each Party shall have the right to rely fully upon the
representations, warranties, covenants and agreements of other Parties contained
in this Agreement. Each representation, warranty, covenant and agreement of the
Parties contained herein shall survive the execution and delivery of this
Agreement and the Closing and shall thereafter terminate and expire on the first
anniversary of the Closing unless, prior to such date, a Party has delivered to
the other Parties a written notice of a claim with respect to such
representation, warranty, covenant or agreement, except for the Fundamental
Representations to which no limitation of survival shall apply. </p>
<p>IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as
of the day and year first above written. </p>
<p>EMERALD MEDICAL APPLICATIONS LTD.<br />
<br />
/s/: Lior Wayn<br />
Name: Lior Wayn<br />
Title: Chief Executive Officer </p>
<p>ZAXIS INTERNATIONAL INC.<br />
<br />
/s/: Liron Carmel<br />
Name: Liron Carmel<br />
Title: Chief Executive Officer</p>
<p>SELLERS</p>
<p>/s/: Lior Wayn<br>Name: Lior Wayn<br>Title: Sellers' Representative</p>

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