<SEC-DOCUMENT>0001295345-16-000447.txt : 20160225
<SEC-HEADER>0001295345-16-000447.hdr.sgml : 20160225
<ACCEPTANCE-DATETIME>20160225133449
ACCESSION NUMBER:		0001295345-16-000447
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160225
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160225
DATE AS OF CHANGE:		20160225

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Emerald Medical Applications Corp.
		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:		161454930

	BUSINESS ADDRESS:	
		STREET 1:		7 IMBER STREET
		CITY:			PETACH TIKVA
		STATE:			L3
		ZIP:			4951141
		BUSINESS PHONE:		97237444505

	MAIL ADDRESS:	
		STREET 1:		7 IMBER STREET
		CITY:			PETACH TIKVA
		STATE:			L3
		ZIP:			4951141

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ZAXIS INTERNATIONAL INC
		DATE OF NAME CHANGE:	19950916

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INFERGENE CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mrla8k02252016.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
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<hr SIZE="4" NOSHADE COLOR="#000000">

<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):
February 24, 2016</font></p>

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

<p ALIGN="CENTER"><font face="TIMES NEW ROMAN, TIMES, SERIF" size="5"><b><u>
EMERALD MEDICAL APPLICATIONS CORP.</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>7 Imber Street,
	Petach Tikva,
	Israel</u></font></td>
    <td width="50%" align="center">
	<font FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE="2"><u>4951141</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) 3-744-4505</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>


<p Style='page-break-before:always'>

<hr SIZE="2" NOSHADE COLOR="#000000">

<p><b><font size="2">	Item 3.02 Unregistered Sales of Equity Securities.</font></b><p><font size="2">In February 2016, Emerald Medical Applications Corp. (the &quot;Registrant&quot;)
	issued and sold unregistered shares of its common stock, par value $0.0001
	(the &quot;Shares&quot;), and granted options to purchase Shares, as set forth in the
	table below:</p>
	<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%" HEIGHT="1">
  <tr>
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2"><u><b>Name
    of Issuee/Grantee</b></u></font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2"><u><b>Date of Issuance/Grant</b></u></font></td>
	<font size="2">
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;"><font FACE="Times New Roman"
    SIZE="2"><u><b>Number of Shares</b></u></font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%">
	<font FACE="Times New Roman"
    SIZE="2"><u><b>Consideration/Valued</b></u></font></td>

</font>
    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2"><u><b>Bases for Issuance/Grant</b></u></font></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Yair Fudim, Chairman (1) </font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">02/24/2016</font></td>
	<font size="2">
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font FACE="Times New Roman"
    SIZE="2">482,000</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$1.00 per share</font></td>

</font>
    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Dr. Estery Giloz-Ran, Director (1)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">02/24/2016</font></td>
	<font size="2">
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font FACE="Times New Roman"
    SIZE="2">482,000</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$1.00 per share</font></td>

</font>
    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  </tr>
  	  <tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Baruch Kfir, Director (1)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">02/24/2016</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;"><font FACE="Times New Roman"
    SIZE="2">231,000</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$1.00 per share</font></td>
    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		</font>
		</tr>
		<tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Ernest Pellgrino (3)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">02/24/2016</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font FACE="Times New Roman"
    SIZE="2">60,000</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$1.00 per share</font></td>

    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		  </font>
		</tr>
		<tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Daniel J. Walsh (3)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">02/24/2016</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font FACE="Times New Roman"
    SIZE="2">60,000</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$1.00 per share</font></td>

    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		  </font>
		</tr>
		<tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Garden State Securities Inc. (3)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">02/24/2016</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;"><font FACE="Times New Roman"
    SIZE="2">30,000</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$1.00 per share</font></td>
    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		</font>
		</tr>
		<tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Adir Zamir (4)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">12/02/2015</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font FACE="Times New Roman"
    SIZE="2">409,600</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$0.01 per share</font></td>

    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		  </font>
		</tr>
		<tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Ilan Sina (4)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">12/02/2015</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font FACE="Times New Roman"
    SIZE="2">92,160</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$0.20 per share</font></td>

    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		  </font>
		</tr>
		<tr>
	<font size="2">
    <td VALIGN="MIDDLE" style="width: 37%; height: 0%"><font FACE="Times New Roman" SIZE="2">
	Guy Salman (4)</font></td>
    <td VALIGN="MIDDLE" style="width: 15%; height: 0%; text-align: center"><font FACE="Times New Roman"
    SIZE="2">12/02/2015</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;"><font FACE="Times New Roman"
    SIZE="2">32,640</font></td>
    <td VALIGN="TOP" align="center" style="width: 12%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">$0.40 per share</font></td>
    <td VALIGN="TOP" align="center" style="width: 20%; height: 0%"><font FACE="Times New Roman"
    SIZE="2">Services</font></td>
  		</font>
		</tr>
  <tr>
    <td VALIGN="TOP" style="height: 0%; width: 37%;">
	<font size="2">

	Total Shares Issued/Granted</font></td>
    <td VALIGN="TOP" style="height: 0%; width: 15%; text-align: center;">
	  </td>
	<font size="2">
    <td VALIGN="TOP" align="center" style="height: 0%; width: 15%;">
	<font size="2">

	1,345,000 (5)</font></td>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 12%;"></td>

</font>
    <td VALIGN="TOP" align="center" style="height: 0%; width: 20%;"></td>
  </tr>
  </table>

	<p>(1) The Shares were issued under the Registrant's Employee Incentive Plan
	(the &quot;Plan&quot;) to the Mr. Fudim and Dr. Giloz-Ran, chairman and a director,
	respectively, vest as follows: (i) 160,667 Shares immediately; and (ii)
	approximately 40,167 on the first day of three-month period commencing on
	May 1, 2016 through February 1, 2018. <br>(2) The Shares issued under the
	Registrant's Plan to Baruch Kfir, a director, vest as follows: (i) 77,000
	Shares immediately; and (ii) 19,250 Shares on the first day of three-month
	period commencing on May 1, 2016 through February 1, 2018.<br>(3) These
	Shares were issued as part of the consideration under an Advisory Services
	Agreement between the Registrant and Garden State Securities Inc. (&quot;GSS&quot;),
	dated February 17, 2016, filed herewith.<br>(4) Options were granted to
	these employees, none of which have been exercised to date.<br>(5) Does not
	include Shares underlying employee options, none of which have been
	exercised to date.</p>
	<p>The issuance and sale of Shares, without registration under the
	Securities Act of 1933, as amended (the &quot;Act&quot;), was made in reliance upon
	the exemptions provided in Section 4(2) of the Act and Regulation S
	promulgated by the United States Securities and Exchange Commission (the
	&quot;SEC&quot;) under the Act with respect to the three directors and Regulation D
	promulgated by the SEC under the Act with respect to GSS and its principals. </p>
	<font size="2" FACE="Times New Roman">
	<p ALIGN="JUSTIFY"><strong>Item 9.01 Financial Statements and Exhibits</strong></p>

<p align="justify">(b) The following documents are filed as exhibits to
this current report or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document.</p>

<table ALIGN="CENTER" CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%" height="0%">
  <tr VALIGN="BOTTOM">
    <th nowrap height="0" bgcolor="#ffffff" style="width: 7%; height: 0%"><p align="left">
	<font SIZE="2">Exhibit
    No.</font></th>
    <th nowrap ALIGN="LEFT" height="0" bgcolor="#ffffff" style="width: 93">
	<font SIZE="2">Description</font></th>
  </tr>
  <tr>
    <td bgcolor="#FFFFFF" height="0%" style="width: 7%; height: 0"><font SIZE="2">10.19</font></td>
    <td bgcolor="#FFFFFF" height="0%" style="width: 93%; height: 0"><font SIZE="2">Advisory Services Agreement
	between the Registrant and Garden State Securities Inc., dated February 17,
	2016, filed herewith.</td>
  </tr>
</table>

	</font>
	<p style="text-align: center"><font size="2" face="Times New Roman">
	<font size="2">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/ Lior Wyan</font></u><br>
    <font size="2">CEO<br>
    	Lior Wyan<br>
    <i>&nbsp;&nbsp;</i>Date: February 25, 2016</font></p>
    </div></td>
  </tr>
</table>

	</font>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10_19.htm
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
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<p><font size="2">Garden State Securities Inc.<br>328 Newman Springs Rd.<br>Red Bank, NJ 07707<br>
<br>February 17, 2016<br><br>Emerald Medical Applications Corporation<br>7 Imber
Street, <br>Petach Tivka, Israel 4951141<br>ATT: Lior Wayn, Chief Executive
Officer<br><br>Re: Advisory Services Agreement<br><br>Dear Mr. Wayn,<br><br>This
letter confirms the engagement agreement (the &quot;Advisory Agreement&quot; or the
&quot;Agreement&quot;) of Garden State Securities Inc., a FINRA member firm ("GSS"), as a
non-exclusive financial advisor to Emerald Medical Applications Corporation and
its subsidiaries and affiliates (together, referred to as the "Company") for a
period of twelve (12) months commencing on the date of execution and acceptance
of this Advisory Agreement (the &quot;Commencement Date&quot;), subject to the right of
termination on the part of the Company by written notice given not later than
three (3) months from the Commencement Date (the &quot;Termination Notice&quot;), or as
otherwise provided by either the Company or GSS in Section 9 below. GSS and the
Company are sometimes referred to hereinafter collectively, as the &quot;Parties&quot; and
individually, as a &quot;Party.&quot; In this regard, the Parties agree to the following
terms and conditions:</font></p>
<p><font size="2">1. Engagement. The Company hereby engages and retains
GSS as a non-exclusive financial advisor for and on behalf of the Company to
perform the Services as defined in Section 2 below and GSS hereby accepts this
engagement on the terms and conditions set forth in this Agreement.</font></p>
<p><font size="2">2.
Services. In connection with its engagement pursuant to this Agreement, GSS
agrees to perform the following services (the &quot;Services&quot;) for the Company:<br>A.
Advisory Services. As requested from time to time by the Company, GSS shall
provide financial advisory services to the Company pertaining to the Company's
business affairs. Without limiting the foregoing, GSS will assist the Company in
developing, studying and evaluating its financing plan, developing, studying and
evaluating the Company's business plan and capitalization structure, reviewing
strategic and financial alternatives, reviewing merger and acquisition
proposals and assisting in negotiations and discussions pertaining thereto.
Additionally, GSS will assist the Company in preparing an offering document or
presentation materials describing the Company, its operations, its historical
performance and future prospects. <br>B. GSS agrees to use its best efforts to
make itself available to the Company's officers, at such mutually agreed upon
place and time during normal business hours for reasonable periods of time for
the purpose of advising and assisting the Company in preparing reports,
summaries, corporate and/or transaction profiles, due diligence packages and/or
other material and documentation as shall be necessary, in the opinion of GSS.
Such availability will be subject to reasonable advance notice and mutually
convenient scheduling. In addition, GSS shall make its Investment Banking
personnel available for telephone conferences with the Company's principal
financial sales and/or operating officers during normal business hours upon
reasonable advance notice and mutually agreed upon dates and times to assist
with, and evaluate proposals.<br>C. GSS will use its best efforts to coordinate
the introduction of the Company to one or more individuals, firms or other
entities (the "Candidates") that may have an interest in pursuing some form of
Business Combination with the Company and in analyzing, structuring, negotiating
and effecting such a Business Combination. As used in this letter, the term
"Business Combination" means (i) any merger, consolidation, reorganization or
other business combination pursuant to which any portion of the business of the
Company is combined with that of another entity, including without limitation
any joint venture, licensing agreement, or product sale or marketing
distribution agreement or (ii) the acquisition, directly or indirectly, of
beneficial ownership of more than 50% of any class of capital stock of the
Company or substantially all of the assets of the Company. Nothing contained
herein shall be deemed or construed as an agreement by GSS to issue any
"fairness opinion" with respect to a Business Combination. In the event that the
Company desires GSS to issue a fairness opinion, the Parties shall negotiate the
terms of a separate agreement with respect thereto</font></p>
<p><font size="2">3. Compensation. As
compensation for the Services rendered by GSS to the Company pursuant to this
Agreement and in addition to the expense allowance set forth in Section 4
("Expenses") below, the Company shall pay to GSS as set forth below:<br>The
Company shall issue to GSS and/or its designees 500,001 restricted shares of the
Company's common stock, par value $0.0001 (the &quot;Shares&quot;), for aggregate
consideration as set forth below: (i) 150,000 Shares delivered within three (3)
business days following the Commencement Date, at a cost of $.01, which shall
immediately vest and be deemed fully-paid and non-assessable upon; and (ii)
38,889 Shares delivered on the first (1st) day of every calendar month, at a
cost of $.01, starting the fourth (4th) month from the date of execution of this
Agreement until the twelfth (12th) month from the date of execution of this
Agreement. The foregoing Shares to be issued on a monthly basis shall vest the
earlier of: (i) six (6) months from date the Shares are required to be
delivered; or (ii) January 1, 2017, and the Shares shall be deemed fully-paid
and non-assessable Shares on the vesting date(s) as defined above. The Parties
acknowledge and agree that in the event the Company elects to terminate this
Advisory Agreement by timely delivery of the Termination Notice on or before a
date three (3) months from the Commencement Date, no monthly installment of
38,889 Shares will be due and payable under this Advisory Agreement. <br>The
Shares shall be issued in the name of GSS and/or certain affiliates/employees of
GSS pursuant to written instructions delivered to the Company by GSS with
respect to each issuance, commencing with the initial issuance of 150,000 Shares
within three (3) business days following the Commencement Date and each
subsequent issuance, if any, setting forth the names of and the number of Shares
to be issued to the designees who are employees and/or affiliates of GSS. The
Company shall deliver to GSS and the Company's transfer agent, legal opinion
letters for GSS and for each designee, at the time that the Shares are eligible
to be sold pursuant to SEC Rule 144, upon GSS's request. However, the Company
will also inform its transfer agent that it can rely on an outside legal opinion
provided by GSS at the time the Shares are eligible to be sold pursuant to SEC
Rule 144, if GSS and/or its employees/affiliates, decide to provide an outside
legal opinion and provided that the form of such outside legal opinion is in a
form and substance customary for such SEC Rule 144 legal opinions. It is
understood that the total value of GSS's compensation pursuant to the Services
rendered under this Agreement will not be recognized and can't be valued until
after GSS and its designees receive the proceeds from the sale of all of the
Shares. Notwithstanding the foregoing, the Parties acknowledge that the Company,
as a public reporting company under the Securities Exchange Act of 1934 (the
&quot;Exchange Act&quot;) may be required to value the Shares issued to GSS and/or its
designees during any quarterly period as compensation expense in the Company's
reports filed with the SEC under the Exchange Act.</font></p>
<p><font size="2">4. Expenses. In addition
to the compensation in Section 3, "Compensation" above, the Company agrees to
reimburse GSS, upon written request made from time to time, for its reasonable
out-of-pocket expenses incurred by GSS in connection with its activities related
to the Services under this Agreement; provided, however, that GSS shall not
incur any expense in excess of $500 per week without the prior written consent
of the Company. These expenses include but are not limited to long distance
phone charges, airfare, hotel lodging and meals, transportation, outside
consultants, printing, and overnight express mail incurred by GSS in fulfilling
its duties under this Agreement.</font></p>
<p><font size="2">5. Confidentiality and Non- Disclosure. The
Company is prepared to make available to GSS upon GSS's request, certain
confidential information concerning the business, financial condition,
operations, assets and liabilities of the Company in connection with the
performance of its duties hereunder. As a condition to such information being
furnished to GSS and its employees or agents, GSS agrees to treat any
information concerning the Company (whether prepared by the Company, its
advisors, attorneys, investors or otherwise and irrespective of the form of
communication) which is furnished to GSS or to its employees or agents now or in
the future by or on behalf of the Company (herein collectively referred to as
the "Evaluation Material") in accordance with the provisions of this Agreement.
GSS shall take or abstain from taking certain actions with respect to the
Evaluation Material as hereinafter set forth. The term "Evaluation Material"
also shall be deemed to include all notes, analyses, compilations, studies,
interpretations or other documents prepared by GSS, its employees or agents
which contain, reflect or are based upon, in whole or in part, the information
furnished to GSS, its employees or agents by the Company, its advisors,
attorneys, investors or otherwise pursuant hereto. The term "Evaluation
Material" does not include information which (i) is or becomes generally
available to the public other than as a result of a disclosure by GSS, its
employees or agents, or (ii) becomes available to GSS on a non-confidential
basis from a source other than the Company (including, without limitation, any
of the Company's directors, officers, employees or agents), or any of its
attorneys, accountants, investors, consultants, bankers and financial advisors
(collectively, the "Representatives"), provided that such source is not bound by
a confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company or any other Party with respect to
such information.<br>GSS hereby agrees that GSS, its employees and agents shall
use the Evaluation Material solely for the purposes contemplated by and in
connection with the Services to be rendered under this Agreement, that the
Evaluation Material will be kept confidential and that GSS, its employees and
agents will not disclose any of the Evaluation Material in any manner
whatsoever; provided, however, that GSS may make any disclosure, consistent with
GSS' duties under this Agreement, of the Evaluation Material to which the
Company give its prior written consent, in each instance.<br>However, the
Company will not provide GSS or any GSS affiliate with any material non-public
information without prior written notice to GSS, in which event GSS will only
accept receipt of such material non-public information after the signing of a
separate non-disclosure agreement between the Company and GSS.</font></p>
<p><font size="2">6.
Indemnification.<br>A. The Company agrees to indemnify GSS and its affiliates
and their respective directors, officers, employees, agents and controlling
persons (each such person being an "GSS Indemnified Party") from and against any
and all losses, claims, damages and liabilities, joint or several, related to or
arising out of any Business Combination, or the engagement of GSS pursuant to,
and the performance by GSS of the Services contemplated by, this Agreement and
will reimburse any GSS Indemnified Party for all expenses (including fees and
costs of counsel) as they are incurred in connection with the investigation of,
preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such GSS Indemnified Party is a
party and whether or not such claim, action or proceeding is initiated or
brought by or on behalf of the Company. <br>B. GSS agrees to indemnify the
Company and its directors, officers, employees, agents and controlling persons
(each such person being an "Company Indemnified Party") from and against any and
all losses, claims, damages and liabilities, joint or several, suffered by the
Company as a result of gross negligent acts and omissions by GSS pursuant to
and/or in furtherance of the performance by GSS and its affiliates and their
respective directors, officers, employees, agents and controlling persons of the
Services contemplated by this Agreement. In connection with any and all losses,
claims, damages and liabilities, joint or several, suffered by the Company
Indemnified Party, GSS will reimburse any Company Indemnified Party for all
expenses (including fees and costs of counsel) as they are incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim or any action or proceeding arising therefrom, whether or
not such Company Indemnified Party is a party and whether or not such claim,
action or proceeding is initiated or brought by or on behalf of the GSS. <br>C.
If the indemnification of any Indemnified Party referred to above and as
provided for in this Agreement is for any reason held unenforceable, the Company
and /or GSS, as the case may be, agrees to contribute to the losses, claims,
damages and liabilities for which such indemnification is held unenforceable is
such proportion as is appropriate to reflect the relative benefits to the
Company, on the one hand, and GSS, on the other hand; provided, however, that in
no event shall the GSS Indemnified Parties be required to contribute an
aggregate amount in excess of the aggregate fees actually paid to GSS under this
Agreement based upon the closing bid price of the Shares on the date the Shares
are eligible to be sold pursuant to Rule 144 if the Shares haven't been sold or
the price the Shares were sold, in both cases less the amount of any taxes owed.
The Company and GSS, as the case may be, agree that it or they will not settle,
compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding in respect of which indemnification could be sought
under the indemnification provision of this Agreement (whether or not GSS, the
Company or any of their respective Indemnified Parties is an actual or potential
party to such claim, action or proceeding), unless such settlement, compromise
or consent includes an unconditional release of each Indemnified Party from all
liability arising out of such claim, action or proceeding. </font>
</p>
<p><font size="2">7. Independent
Contractor. The Company acknowledges that GSS has been retained to act solely as
a financial advisor to the Company. In such capacity, GSS shall act as an
independent contractor, and any duties of GSS arising out of its engagement
pursuant to this Agreement shall be owed solely to the Company. GSS shall be
responsible for the payment of all federal, state and local taxes which may be
payable in connection with the receipt of compensation hereunder. </font>
</p>
<p><font size="2">8.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. Each of GSS and the Company (a) agrees
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall be instituted exclusively in New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York, or such other court of competent jurisdiction in and for
New York County, State of New York, (b) waives any objection which the Company
or GSS may have now or hereafter to the venue of any such suit, action or
proceeding, and (c) irrevocably consents to the jurisdiction of the foregoing
named courts in any such suit, action or procedure. Each of the Company and GSS
further agrees to accept and acknowledge service of any and all process which
may be served in any suit, action or proceeding in the foregoing courts, and
agrees that service of process upon the Company or GSS mailed by certified mail
to the address of the recipient otherwise appearing in this Agreement shall be
deemed in every respect effective service of process upon the Company in any
such suit, action or proceeding. In the event of litigation between the Parties
arising hereunder, the prevailing Party shall be entitled to costs and
reasonable attorney's fees.</font></p>
<p><font size="2">9. Term and Termination. This Agreement shall be
effective upon its execution by the Company, which date is defined above as the
Commencement Date, and shall remain in effect for twelve (12) months from the
date of written acceptance and execution by the Company, subject to the right of
the Company, in its sole discretion, to terminate this Advisory Agreement by
delivery of the Termination Notice on or before three (3) months from the
Commencement Date. In addition, either the Company or GSS may terminate GSS's
engagement and responsibilities hereunder with a twenty (20) day advance written
notice at any time after three (3) months from the Commencement Date. However,
no termination of this Agreement shall in any way effect the Shares already
delivered to GSS and/or its designees and the right of GSS to receive any
accrued or vested Shares for the Services rendered hereunder and the fees that
have already been paid or accrued prior to termination. In addition, Section 6,
"Indemnification," Section 7, "Independent Contractor," and Section 8,
"Governing Law" shall survive any termination of this Agreement.</font></p>
<p><font size="2">11.
Entire Agreement. This Agreement contains the entire Agreement and understanding
between the Parties with respect to its subject matter and supersedes all prior
discussion, agreements and understandings between them with respect thereto.
This Agreement may not be modified except in a writing signed by both of the
Parties.</font></p>
<p><font size="2">12. Assignment. Neither this Agreement nor the rights of either
Party hereunder shall be assigned by either Party without the prior written
consent of the other Party.</font></p>
<p><font size="2">13. Counterparts. 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. </font>
</p>
<p><font size="2">14. Press
Releases/Public Announcements. Neither Party shall issue any press release or
public announcement of this Agreement or the terms hereof without the prior
consent of the other Party; provided, however, the Company may make filings
under applicable federal and state securities laws as required under applicable
law but shall provide GSS with a reasonable opportunity to review and comments
upon any proposed filing. </font>
</p>
<p><font size="2">Garden State Securities, Inc.<br><br>By: /s/:
Ernest Pellegrino<br>Name: Ernest Pellegrino<br>Title: Director of Corporate
Finance<br>Agreed and Accepted: <br>Date: February 17, 2016<br><br>By: /s/: Lior
Wayn<br>Name: Lior Wayn<br>Title: CEO, Emerald Medical Applications Corp.<br>
</p>

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