0000797542-15-000006 Sample Contracts

Form of Consultant's Corporate Advisory Services Agreement
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

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ZAXIS INTERNATIONAL INC. CONSULTANT'S CLASS B WARRANT AGREEMENT
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."

Corporate Advisory Services Agreement
Corporate 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."

FORM OF LOCK-UP AGREEMENT
Lock-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.

ZAXIS INTERNATIONAL INC. CLASS C UNIT WARRANT AGREEMENT
Class C Unit Warrant Agreement • August 5th, 2015 • Zaxis International Inc • Blank checks • Delaware

This Class C Unit Warrant Agreement ("Class C Unit Warrant Agreement"), dated as of July31, 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 a separate Corporate Advisory Services Agreement between the Corporation and the Consultant dated July 31 __, 2015 (the "Services Agreement"). The Corporation and the Warrant Holder/Consultant are sometimes referred to collectively, as the "Parties" and individually, as a "Party." WHEREAS, the Corporation has entered into separate Services Agreement with certain Consultants pursuant to which each of the Consultants have agreed to provide services to the Corporation, in consideration for which the Corporation has agreed to issue and grant to the respective Consultants warrants as set forth in

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