Corporate Advisory Services Agreement
Corporate Advisory Services Agreement
Corporate Advisory Services Agreement (this "Agreement"), made as of July 31, 2015, between Zaxis International Inc., a Delaware corporation with offices located at 0 Xxxxx Xx., Xxxxx Xxxxx, 0000000, Xxxxxx (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."
Whereas, the Corporation
wishes to assure itself of the services of the Consultant for the period
provided in this Agreement, and the Consultant is willing to provide his/its
services to the Corporation for said period under the terms and conditions
hereinafter provided:
Now, therefore, 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 the Corporation for the period of ninety (90) days
commencing on the date hereof. The period during which Consultant shall serve in
such capacity (including the initial term and any renewals thereof) shall be
deemed the "Engagement Period" and shall hereinafter be referred to herein as
such.
2. Services.
2.1 The Consultant shall render to and provide
the Corporation with the services described below, with respect to which the
Consultant shall apply his/its best efforts and devote such time as shall be
reasonably necessary to perform his/its duties hereunder and advance the
interests of the Corporation. The Consultant shall report directly to the Chief
Executive Officer of the Corporation and to such persons as the Chief Executive
Officer shall direct (the "Corporation's Management").
2.2 The services
to be rendered by the Consultant to the Corporation shall consist of: (a)
developing an in-depth familiarization with the Corporation's business
objectives and bring to the attention of the Corporation's Management potential
or actual opportunities consistent with those objectives or logical extensions
thereof; (b) advising the Corporation's management with respect to its corporate
development including such factors as position in competitive environment,
financial performances compared to its competition, strategies, operational
viability, etc.; (c) identifying prospective suitable acquisitions for the
Corporation, including performing appropriate due diligence investigations with
respect thereto, advising the Corporation's Management with respect to the
desirability of pursuing such prospects and assisting the Corporation in any
negotiations which may ensue therefrom; and (d) introducing the Corporation's
Management to appropriate business contacts of Consultant which may have an
interest the Corporation's business, financial objectives and/or any of its
potential projects, collectively, the "Services.".
2.3 The Services to
be rendered by the Consultant to the Corporation shall under, no circumstances,
include: (a) any activities which could be deemed by the Securities and Exchange
Commission ("SEC") to constitute investment banking or any other activities
requiring the Consultant to register as a broker-dealer under the Securities Act
of 1933, as amended (the "Act") or the Securities Exchange Act of 0000 (xxx
"Xxxxxxxx Xxx"); (b) any activities which could be deemed by the SEC to be in
connection with the offer or sale of the Corporation's securities; and/or (c)
any activities which, directly or indirectly, promote or otherwise maintain a
market for the Corporation's securities.
3. Compensation.
3.1 For
the Services and duties to be rendered and performed by the Consultant during
the Engagement Period and in consideration of the Consultant's having entered
into this Agreement, the Corporation shall pay the Consultant cash consideration
of $10,800 and issue to the Consultant Five hundred and seventeen thousand nine
hundred and seven (517,907 ) restricted shares of common stock of the
Corporation (the "Shares"). The Consultant understands that the Corporation, a
"shell company" as that term is defined in Rule 405 promulgated by the SEC under
the Act and further understands and agrees that the certificate(s) evidencing
the Share compensation will not be issued to the Consultant until the pending
reverse split of the Corporation's common stock on a one-for-four (1:4) basis
(the "Reverse Stock Split") is cleared by the SEC and is approved by FINRA.
3.2 The Consultant acknowledges his/its understanding that the issuance of
the Shares, with registration under is intended to be exempt from registration
under Section 4(2) of the Act and Regulation S or Regulation D, as the case may
be, promulgated by the SEC under the Act. In furtherance thereof, the Consultant
hereby represents and warrants to the Corporation that he/it is an "accredited
investor" as that term is defined in Rule 501 of the General Rules and
Regulations under the Act by reason of Rule 501(a)(3). The Consultant is
acquiring the Shares for his/its own account, as principal and not as a nominee
or agent, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, either in whole or in part, and no
other person has any direct or indirect beneficial interest in such Shares or
any portion thereof. The Consultant has or will have: (a) the financial ability
to bear the economic risk of his/its investment; (b) has adequate means for
providing for his/its current needs and contingencies; and (c) has no need for
liquidity with respect to his investment in the Corporation. The Consultant has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the prospective investment in the Shares.
The Consultant has been provided an opportunity for a reasonable period of time
prior to the date hereof to obtain additional information concerning the
Corporation and any other information he/it has requested regarding the
Corporation.
3.3 The Consultant understands that any Shares he/it
receives will not be registered under the Act or the securities laws of any
state thereof, nor is the Corporation contractually obligated to register the
Shares under the Act. As a result, the Consultant understands and agrees further
that the Shares must be held and may not be transferred until and unless the
Shares are registered under the Act and the securities laws of any other
jurisdiction or an exemption from registration under the Act and any applicable
laws is available. The Consultant understands any certificate(s) evidencing the
Shares will bear an appropriate restrictive legend reflecting that the Shares
have not been registered under the Act and the securities laws of any other
jurisdiction and setting out or referring to the restrictions on the
transferability and resale of the Shares will be placed on the books of the
Corporation, the records of the transfer agent for the Corporation's common
stock and all other documents with respect to the Shares.
3.4
Notwithstanding the forgoing, the Consultant understands that the Corporation
plans or may plan to file a registration statement on Form S-1 with the SEC for
the purpose of, among other things, registering the Corporation's securities on
behalf of selling shareholders and others (the "Registration Statement") and, in
the event that the Corporation determines to file a Registration Statement, it
will register the Consultant's Shares issued or to be issued under this
Agreement, subject to the following terms, which shall be applicable to the
Consultant's Shares as well as those of the other selling shareholders: (a)
one-third (1/3) of the Shares will be available for resale immediately on and
after the effective date of the Registration Statement (the "Effective Date");
(b) an additional one-third (1/3) of the Shares will be available for resale on
and after a date six (6) months from the Effective Date; and (c) the remaining
one-third (1/3) of the Shares will be available for resale on and after a date
twelve (12) months from the Effective Date.
3.5 The Consultant
acknowledges and agrees that, in the event that any taxes of any kind whatsoever
may be, or become, due under the laws of the United States, the State of Israel
or any other jursidction (collectively, the "Tax Liabilities") as a result of
the compensation paid or is payable to the Consultant under this Agreement,
whether in the form of cash, equity otherwise, the Consultant shall be solely
and totally responsible for any and all Tax Liabilities, none of which shall be
the responsibility of the Corporation.
4. Trade Secrets. Consultant
agrees that any trade secrets, material non-public information or any other like
information of value relating to the business plans, financial condition and/or
operations of the Corporation or any of its affiliates, including but not
limited to, information relating to pricing, potential transactions, investors,
shareholders, processes, systems, methods, formulae, patents, patent
application, research activities and plans, contracts, names of potential
sellers and brokers, which he/it has acquired during his/its engagement by the
Corporation or any of its affiliates or which he/it may hereafter acquire during
the Engagement Period as the result of any disclosures to him/it, or in any
other way, shall be regarded as held by the Consultant in a fiduciary or other
capacity, solely or partly for the benefit of the Corporation, its successors or
assigns, and shall not at any time, either during the term of this Agreement or
thereafter, be disclosed, divulged, furnished, or made accessible by the
Consultant to anyone, or be otherwise used by him/it except in the course of
business of the Corporation or its affiliates, consistent with the performance
by or in furtherance of the Consultant's Services hereunder. The covenants set
forth herein shall survive the expiration of the Engagement Period and
termination of this Agreement and shall remain in full force and effect
regardless of the cause of such termination for a period of two (2) years from
the termination or expiration of this Agreement.
5. General Provisions.
5.1 Consultant is and shall at all times be an independent contractor
with respect to the services that it is rendering to Corporation pursuant to
this Agreement and Consultant shall at no times be an affiliate, employee,
agent, partner or representative of Corporation and Consultant shall not take
any action nor in any way hold itself out as such. At no time shall Consultant
have any authority or power to bind the Corporation or to act on behalf of the
Corporation in any manner, including without limitation, making any direct or
indirect representation or covenant by the Corporation to any third party.
5.2 This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York, without reference to the choice of
law principles thereof. In the event of any breach or threatened breach of this
Agreement by the Consultant, Consultant agrees that he/it shall be responsible
for all attorneys' fees and expenses incurred by the Corporation.
5.3
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
is unenforceable or invalid under such law, such provision shall be ineffective
only to the extent of such unenforceability or invalidity, and the remainder of
such provision and the balance of this Agreement shall in such event continue to
be binding and in full force and effect.
5.4 This Agreement shall not be
assigned or delegated, by operation of law or otherwise, by either Party hereto
without the other Party's prior written consent, and any such assignment or
attempted assignment shall be void, of no force or effect, and shall constitute
a material default by such Party.
5.5 This Agreement can be executed in
counterparts and by facsimile.
IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the day and year first above written:
Zaxis International Inc .
By: Liron Carmel By: Xxxxxxx Xxxxxxxx
Name: Xxxxx Xxxxxx
Consultant
Title: Chief Executive Officer Name: Xxxxxxx Xxxxxxxx
Title: President
