REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2024 • Viewbix Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [___], 2024, between Viewbix Inc., a Delaware company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2024 • Viewbix Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2024, between Viewbix Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2016, between Emerald Medical Applications Corp., a Delaware corporation (the “Company”), and Firstfire Global Opportunities Fund LLC, a New York limited liability company with offices located at 1040 1st Avenue, Suite 190, New York, NY 10022 (including its successors and permitted assigns, the “New Purchaser” and collectively, the “New Purchasers”). The Company and the New Purchaser are sometimes referred to individually, as a "Party" and collectively, as the "Parties."
ContractConvertible Security Agreement • September 1st, 2017 • Emerald Medical Applications Corp. • Blank checks • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVE
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 18th, 2016 • Emerald Medical Applications Corp. • Blank checks • California
THIS EQUITY PURCHASE AGREEMENT entered into as of the 12th day of May, 2016 (this "AGREEMENT"), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation (the "COMPANY"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor, from time to time as provided herein, and Investor shall purchase up to One Million Dollars ($1,000,000) of the Company’s Common Stock (as defined below). NOW, THEREFORE, the parties hereto agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 20, 2016, by and among Emerald Medical Applications Corp., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2016 • Emerald Medical Applications Corp. • Blank checks • California
This Registration Rights Agreement ("Agreement"), dated May 12, 2016, is made by and between EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation ("Company"), and KODIAK CAPITAL GROUP, LLC a Delaware limited liability company (the "Investor").
SECURITY AGREEMENTSecurity Agreement • June 22nd, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
This SECURITY AGREEMENT, dated as of June 20, 2016 (this “Agreement”), is among Emerald Medical Applications Corp., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes issued on June 20, 2016, in the original aggregate principal amounts of $400,000 and $40,000, respectively, and such other of the Company’s secured Convertible Notes which may be issued in the future (collectively, the “Notes”) (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2016, between Emerald Medical Applications Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VIEWBIX INC. (the “Corporation”)Warrant Agreement • December 12th, 2023 • Viewbix Inc. • Services-prepackaged software
This warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, _________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 7, 2023 (the “Initial Exercise Date”), and on or prior to the close of business on the second year and 24th day anniversary of the Issue Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from the Corporation, up to _________ shares of Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSecurity Agreement • September 1st, 2017 • Emerald Medical Applications Corp. • Blank checks
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. CLASS B COMMON STOCK PURCHASE WARRANT EMERALD MEDICAL A
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 7, 2016, by and among Emerald Medical Applications Corp., a Delaware corporation with offices located 7 Imber Street, Petach Tikva 4951141 Israel (the "Company"), and Firstfire Global Opportunities Fund LLC, organized under the laws of the State of New York with offices located at 1040 1st Avenue, Suite 190, New York, NY 10022 (the "Purchaser"). The Company and the Purchaser are sometimes referred to individually, as a "Party" and collectively, as the "Parties."
LOAN AGREEMENTLoan Agreement • June 5th, 2015 • Zaxis International Inc • Blank checks • New York
THIS LOAN AGREEMENT RELATES TO AN EXTENSION OF CREDIT BY ZAXIS INTERNATIONAL INC., A DELAWARE CORPORATION (THE "LENDER") TO EMERALD MEDICAL APPLICATIONS LTD., A PRIVATE COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF ISRAEL (THE "BORROWER"), IN AN OFFSHORE TRANSACTION BY 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 "ACT").
THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS NOTE CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES...Convertible Note • June 11th, 1998 • Zaxis International Inc • Wholesale-drugs, proprietaries & druggists' sundries
FACILITY AGREEMENTFacility Agreement • July 30th, 2024 • Viewbix Inc. • Services-prepackaged software
This Facility Agreement is made as of July 28, 2024 (the “Agreement Date”) between M.R.M Merhavit Holding and Management Ltd. (the “Lender”), on behalf of itself and on behalf of such lenders set forth in Schedule A, and Viewbix Inc., a Delaware corporation (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually “Party”).
CLASS B COMMON STOCK PURCHASE WARRANT EMERALD MEDICAL APPLICATIONS CORP.Security Agreement • July 29th, 2016 • Emerald Medical Applications Corp. • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Firstfire Global Opportunities Fund LLC, a New York limited liability company, or its assigns (the “New Purchaser”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation (the “Company”), up to 250,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • July 31st, 2024 • Viewbix Inc. • Services-prepackaged software
This AMENDED AND RESTATED SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 31, 2024 by and among Viewbix, Inc., a Delaware corporation, with an office address of 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel, 6971068 (“Viewbix”) and Metagramm Software Ltd., an Israeli company, with an office address 4 Hamelacha St. Netania, Israel (“Metagramm”). Viewbix and Metagramm are each a “Party” and collectively, the “Parties” and replaces in its entirety the Securities Exchange Agreement entered into between the Parties on July 30, 2024.
AMENDED AND RESTATED FACILITY AGREEMENTFacility Agreement • July 22nd, 2024 • Viewbix Inc. • Services-prepackaged software
This Amended and Restated Facility Agreement is made as of July 17, 2024 (the “Agreement Date”) between such lenders set forth in Schedule 1 (each a “Lender” and collectively the “Lenders”) and Viewbix Inc., a Delaware corporation (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually “Party”), and replaces in its entirety the Facility Agreement entered into between the Parties on June 18, 2024.
DISTRIBUTION AGREEMENTDistribution Agreement • October 2nd, 2015 • Zaxis International Inc • Blank checks
This Distribution Agreement (the "Agreement") is effective per 1 December 2013 BETWEEN: EMERALD MEDICAL APPLICATIONS LTD. (the "Company"), a corporation organized and existing under the laws of the State of Israel with its head office located at: 7,Yoshfe Street, Modiin, 7174636, ISRAEL AND: S.Bokhorst - Creatiekracht (the "Distributor"), a corporation organized and existing under the laws of the Netherlands, with its head office located at: Specht 21, 3766WN Soest, Netherlands RECITALS WHEREAS, Company has developed DermaCompare, Software as a Service (SaaS) platform described in Schedule A attached here (the "Products") and desires to grant Distributor the right to market and distribute the Products; and WHEREAS, Distributor is in the business of marketing and distributing medical products and desires to have Developer grant to it the right to market and distribute the Products. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the partie
Form of Consultant's Corporate Advisory Services AgreementConsultant's Corporate Advisory Services Agreement • August 5th, 2015 • Zaxis International Inc • Blank checks
This Consultant's Corporate Advisory Services Agreement (this "Agreement"), is made as of July __, 2015, between Zaxis International Inc., a Delaware corporation, having its principal place of business located at 7 Imber St., Petah Tikva, 4951141, Israel (the "Corporation") and _________, a resident of the State of Israel (the "Consultant"). The Corporation and the Consultant are sometimes referred to collectively, as the "Parties" and individually, as a "Party." WHEREAS, the Corporation wishes to assure itself of the Services of the Consultant as provided in this Agreement, and the Consultant is willing to provide the Services to the Corporation under the terms and conditions hereinafter provided: NOW THEREFOR, in consideration of the premises and of the mutual promises and covenants herein contained, the Parties hereto agree as follows: 1. Engagement. The Corporation agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by
PROJECT AGREEMENTProject Agreement • October 2nd, 2015 • Zaxis International Inc • Blank checks
This Project Agreement is made on this 14 day of January, 2015, and entered into by and between Realize S.A, ., established at Marousi, 2 Kapodistriou Str. with VAT GR-099604146, Ubitech GIOUMPITEK MELETI SCHEDIASMOS YLOPOIISI KAI POLISI ERGON PLIROFORIKIS ETAIREIA PERIORISMENIS EFTHYNIS, established in Athens, 36-38 Mithridatou Str. with VAT GR-998908360, MEDISP, Medical Signal and Image Processing Lab, Technological Educational Institute of Athens, Ag. Spyridonos Street, Egaleo 12210, Athens Greece, Number: 090077522, MPUoP Medical Physics Laboratory, University of Patras, Greece, Rio 26504, Greece, Number: 998219694, and Emerald Medical Applications Ltd., a limited liability company with company number 514410307, incorporated and existing under the laws of the State of Israel, and having its principal offices at 1 Emek Ayalon St., Modi'in, Israel ("Emerald"). Each of the parties hereto may also be referred to as "Party" and jointly as "Parties").
ZAXIS INTERNATIONAL INC. CONSULTANT'S CLASS B WARRANT AGREEMENTConsultant's Class B Warrant Agreement • August 5th, 2015 • Zaxis International Inc • Blank checks • Delaware
This Consultant's Class B Warrant Agreement ("Class B Warrant Agreement"), dated as of July 16, 2015, by and between Zaxis International Inc., a Delaware corporation with offices located at 7 Imber St., Petah Tikva, 4951141, Israel (the "Corporation") and ______________, a resident of the State of Israel (hereinafter, the "Warrant Holder" or "Consultant"), is being executed and delivered in connection with the separate Corporate Advisory Services Agreement between the Corporation and the Consultant dated July __, 2015 (the "Services Agreement"). The Corporation and the Warrant Holder/Consultant are sometimes referred to collectively, as the "Parties" and individually, as a "Party."
LICENSE AND SERVICES AGREEMENTLicense and Services Agreement • July 27th, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
THIS LICENSE AND SERVICES AGREEMENT (the “Agreement”) is entered into as of this 14th day of April, 2016 (hereinafter the “Effective Date”), by and between Emerald Medical Applications Ltd., Company ID 514410307, organized and existing under the laws of the State of Israel and having its registered address at 1 Emek Ayalon St., Modi'in-Maccabim-Reut 7170634, Israel (the “Licensor”) and LBT Laser Brasil Technology, organized under the laws of Brazil having its principal place of operation at Pacaembu 1739 Sao Pulo Brazil (the “Licensee”). Licensor and Licensee may also be referred to individually, as a “Party”, or collectively, as the “Parties”.
LOAN AGREEMENTLoan Agreement • December 21st, 2020 • Viewbix Inc. • Services-prepackaged software
This Loan Agreement (“Loan Agreement”) is made effective as of December 18, 2020, by and among Viewbix Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and the lenders set forth in Schedule I hereto (each, a “Lender”, and collectively, the “Lenders”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 7th, 2019 • Virtual Crypto Technologies, Inc. • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of February 7, 2019 by and among Algomizer Ltd., an Israeli Corporation (“Algomizer”) and Virtual Crypto Technologies Inc., a Delaware corporation (“VCT”). Algomizer and VCT, each a “Party” and collectively, the “Parties”.
AMENDMENT TO LOAN AGREEMENTSLoan Agreement • May 1st, 2015 • Zaxis International Inc • Blank checks • Delaware
THIS AMENDMENT TO AGREEMENTS (the "Amendment") is made as of this 30th day of April, 2015 by and between Zaxis International Inc., a Delaware corporation with offices located at 42 Ben Zvi Street, Ramat Gan, 5224747 Israel (the "Corporation" or "Lender") and Emerald Medical Applications Ltd, organized under the laws of the State of Israel with offices located at Ishpe 71725, Modiin, Israel (“Emerald” or the "Borrower"). The Lender and the Borrower are sometimes referred to, individually, as a "Party" and collectively, at the "Parties."
NON-BINDING MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • January 2nd, 2015 • Zaxis International Inc • Blank checks • New York
This non-binding memorandum of understanding ("MOU") is made and entered into on this 30th day of December, 2014, by and between Zaxis International, Inc., a public corporation incorporated under the laws of the State of Delaware (the "Corporation") and Emerald Medical Applications Ltd., a private limited liability company incorporated under the laws of the State of Israel ("Emerald"). The Corporation and Emerald may also be referred to individually as a "Party" and collectively as the "Parties". WHEREAS, Emerald develops and owns proprietary technologies and methods relating to detection and diagnosis of early-stage Melanoma that may be used in various products and commercial or other uses (the "Technology"); and WHEREAS, in order to further develop the Technology and achieve commercial stages of the technology and any product based on the Technology, Emerald requires additional funding; and WHEREAS, the Corporation is a public corporation traded on the OTC QB market place, free a
Corporate Advisory Services AgreementCorporate Advisory Services Agreement • August 5th, 2015 • Zaxis International Inc • Blank checks
Corporate Advisory Services Agreement (this "Agreement"), made as of July 31, 2015, between Zaxis International Inc., a Delaware corporation with offices located at 7 Imber St., Petah Tikva, 4951141, Israel (the "Corporation") and Meyda Consulting Services Ltd, organized under the laws of the State of Israel with an address located at ___________________ (the "Consultant"). The Corporation and the Consultant are sometimes referred to individually, as a "Party" and collectively, as the "Parties."
ZAXIS INTERNATIONAL INC. CLASS A WARRANT AGREEMENTWarrant Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks • Delaware
This Class A Warrant Agreement (“Class A Warrant Agreement”), dated as of this ___ day of ___, 2015, is by and between Zaxis International Inc., a Delaware corporation with offices located at 42 Ben Zvi Street, Ramat Gan 5224747, Israel (the “Corporation”) and ________ (the “Warrant Holder”). This Class A Warrant Agreement is being executed and delivered in connection with a separate Subscription Agreement between the Corporation and the Warrant Holder dated ________, 2015. The Corporation and the Warrant Holder/ are sometimes referred to collectively, as the “Parties” and individually, as a “Party.”
ZAXIS INTERNATIONAL INC. CLASS E WARRANT AGREEMENTWarrant Agreement • July 15th, 2015 • Zaxis International Inc • Blank checks • Delaware
This Class E Warrant Agreement (“Class E Warrant Agreement”), dated as of this 14th day of July, 2015, is by and between Zaxis International Inc., a Delaware corporation with offices located at 42 Ben Zvi Street, Ramat Gan 5224747, Israel (the “Corporation”) and Lior Wayn (hereinafter, “Wayn” or the “Warrant Holder”), a resident of the State of Israel and the Chief Executive Officer of Emerald Medical Applications Ltd organized under the laws of Israel and a wholly-owned subsidiary of the Corporation (“Emerald”). This Class E Warrant Agreement is being executed and delivered in connection with a separate Share Exchange Agreement between the Corporation, Emerald and the Wayn dated March 16, 2015, the closing of which occurred on July 14, 2015. The Corporation and the Warrant Holder/ are sometimes referred to collectively, as the “Parties” and individually, as a “Party.”
LOAN AGREEMENTLoan Agreement • February 13th, 2015 • Zaxis International Inc • Blank checks • Delaware
THIS LOAN AGREEMENT RELATES TO AN EXTENSION OF CREDIT BY ZAXIS INTERNATIONAL INC., A DELAWARE CORPORATION, TO EMERALD MEDICAL APPLICATIONS LTD., A PRIVATE COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF ISRAEL, IN AN OFFSHORE TRANSACTION BY 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 "ACT").
SECURED CONVERTIBLE NOTE DUE JUNE 20, 2017Convertible Security Agreement • July 29th, 2016 • Emerald Medical Applications Corp. • Blank checks • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of EMERALD MEDICAL APPLICATIONS CORP., a Delaware corporation, (the “Borrower”), having its principal place of business at c/o Law Office of Richard Rubin, 40 Wall Street, New York, NY 10005, fax: 212-658-9867, due June 19, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
Management Services Agreement Made and executed on the 12th day of January, 2022Management Services Agreement • March 24th, 2023 • Viewbix Inc. • Services-prepackaged software
And whereas: Yoram declares that he provides such services as said and that he possesses the competence, knowledge, expertise, and experience that are required for the purpose of providing the services in accordance with this Agreement;
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 5th, 2015 • Zaxis International Inc • Blank checks • New York
The undersigned, a holder of common stock, par value $0.0001 per share (the "Common Stock"), or rights to acquire Common Stock upon the exercise of the outstanding Class B Warrants as described below, of Zaxis International Inc., a Delaware corporation (the "Company"), understands that the Company, as a condition to registering all of the undersigned's shares of Common Stock of the Company (the "Securities") in the registration statement on Form S-1 (the "Registration Statement") has requested that I execute this Lock-Up Agreement.
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 25th, 2019 • Virtual Crypto Technologies, Inc. • Blank checks
This First Amendment to the Share Exchange Agreement, dated as of July 24, 2019 (this “First Amendment”), is entered into by and among Algomizer Ltd., a company organized under the laws of the State of Israel (“Algomizer”), and Virtual Crypto Technologies Inc., a company organized under the laws of the State of Delaware (“VCT”). Algomizer and VCT are referred to hereunder as the “Parties”, and each of them individually as a “Party”.
