Non-Binding Memorandum Of Understanding ("MOU")
Non-Binding Memorandum Of Understanding ("MOU")
THIS NON-BINDING MEMORANDUM OF UNDERSTANDING is made and entered on the date of December 02, 2014 by and between Zaxis International Inc., a public company incorporated under the laws of the State of Delaware (hereinafter the "Company"); and
ARTSYS 360 LTD. a private company incorporated under the laws of the State of Israel (hereinafter "Artsys"). The Company and Artsys are sometimes referred to individually, as a "Party" and collectively, as the "Parties"; and
The Preamble and the Attachments form an integral part of this MOU.
2. PURPOSE OF THIS MOU
2.1 The purpose of this MOU is to set out the general terms and conditions under which the Company will exchange the issued share capital of Artsys and the mechanism and conditions for executing the Reverse Merger.
3.1 Immediately after the execution of the Definitive Agreement the Parties will cooperate in good faith to carry out a Reverse Merger Transaction as follows:
(i) The shareholders of Artsys immediately prior to the transaction (the “Artsys Shareholders”) will transfer their shares free and clean of any lien or third party right and/or encumbrance to the Company so that immediately after the completion of the Reverse Merger the Company will hold 100% of the issued share capital of Artsys (“Artsys Shares”), all in accordance with the terms and conditions of the Definitive Agreement.
(ii) As consideration for the Artsys Shares the Company shall issue to the Artsys Shareholders shares of the Company free and clean of any lien or third party right and/or encumbrance so that immediately after the completion of the Reverse Merger the Artsys Shareholders will hold Company shares representing at least 51% but not more than 75% of the issued share capital of the Company on a fully diluted basis excluding the warrants that will be granted to the investors of the one million US$ as defined below in item 4.1(i), all in accordance with the terms and conditions of the Definitive Agreement.
(iii) In addition to the issuance detailed above, the Company will issue shares of up to 18% of the Company’s issued share capital of the Company to the Artsys Shareholders subject to achieving agreed commercial future milestones as will be detailed in the Definitive Agreement.
4.1 The Parties hereby agree that the following conditions precedents are fundamental conditions precedent to the transaction contemplated herein:
(i) That the Company holds in its bank account at least US$ 1,000,000 which are available for use free and clear of any third party undertakings, obligations, and/or debt and are held in cash or cash equivalent form.
(ii) That Artsys will complete a fund raise of US$ 450,000 out of which US$ 300,000 have been already invested prior to the date of this MOU.
5.1 Immediately after the execution of this MOU the Parties will negotiate the terms of the definitive agreement and its annexes in good faith (the “Definitive Agreement”) and will invest their best efforts to execute the Definitive Agreement within 45 days as of the execution of this MOU.
5.2 In the event that the Parties are not successful in executing the Definitive Agreement for any reason whatsoever, this MOU will be terminated and become null and void and will not bind the Parties in any way except for the confidentiality clause which will be binding upon the Company and Artsys.
5.3 Notwithstanding the generality of the foregoing, this MOU will terminate with immediate effect upon the signing of the Definitive Agreement.
9.8 Governance and Jurisdiction. This MOU shall be governed in all respects by the laws of State of New York, USA without regard to the principles of conflict of law, and the relevant courts of New York City, New York, USA will have exclusive jurisdiction over all matters arising from this MOU.
In witness whereto the Parties set their hands on the above-stated date:
ARTSYS360 Ltd. Zaxis International Inc.
Signed and approved by /s/ Xxxx Xxxxx
Signed and approved by /s/ Xxxxxx
Xxxxxx
Position: Chairman Position:
CEO
Date: 12/02/2014 Date:
12/02/2014