CONVERTIBLE PROMISSORY NOTE DUE JULY 28, 2019Avant Diagnostics, Inc • September 26th, 2017 • Services-miscellaneous equipment rental & leasing • Nevada
THIS CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of Avant Diagnostics, Inc., (the “Company”), having its principal place of business at 217 Perry Parkway, Suite 8, Gaithersburg, MD 20877, (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2016 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
This Securities Purchase Agreement (this "Agreement") is dated as of July 5, 2016, between Avant Diagnostics, Inc. (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2016 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Utah
This Securities Purchase Agreement (this "Agreement"), dated as of January 5, 2016, is entered into by and between Avant Diagnostics, Inc., a Nevada corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor").
EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2018 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing
This Employment Agreement (“Agreement”) is made and entered into by and between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and Michael I. Ruxin, M.D. (“Employee”) effective as of May 25, 2018 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2018 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing
This Employment Agreement (“Agreement”) is made and entered into by and between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and Jeffrey Busch (“Employee”) effective as of May 25, 2018 (the “Effective Date”).
ASSET PURCHASE AGREEMENT BETWEEN THERANOSTICS HEALTH, INC. (as Seller) AND AVANT DIAGNOSTICS, INC. (as Buyer) May 11, 2016Asset Purchase Agreement • May 17th, 2016 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
This Asset Purchase Agreement (this "Agreement"), dated as of May 11, 2016, is entered into between Theranostics Health, Inc., a Delaware corporation ("Seller") and Avant Diagnostics, Inc., a Nevada corporation ("Buyer").
PLEDGE AGREEMENTPledge Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Nevada
THIS PLEDGE AGREEMENT (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of July 14, 2017, by and between AVANT DIAGNOSTICS, INC., a Nevada corporation, (the “Pledgor”), and Coastal Investment Partners, LLC (the “Lender”).
COMMON STOCK RIGHTS AVANT DIAGNOSTICS, INC.Avant Diagnostics, Inc • September 26th, 2017 • Services-miscellaneous equipment rental & leasing • New York
THIS COMMON STOCK RIGHTS (the “Rights”) certifies that, for value received, Infusion 51a, L.P. and its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after _______, 2019 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVANT DIAGNOSTICS, Inc, a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Right Shares”) of the Company’s common stock, $0.00001 par value (“Common Stock”). The purchase price of one share of Common Stock under this Right shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 8, 2017, is by and between Avant Diagnostics, Inc., a Nevada corporation with offices located at 217 Perry Parkway Suite 8, Gaitherburg, MD 20977 (the “Company”), and Xpress Group International Limited, a Hong Kong Limited company located at Unit B, 17th Floor, Greatmany Centre, 109-111 Queen’s Road East, Wan Chai, Hong Kong (the “Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2019 • Avant Diagnostics, Inc • Services-medical laboratories
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Avant Diagnostics, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
OPERATING AGREEMENTOperating Agreement • September 19th, 2011 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing • Nevada
THIS OPERATING AGREEMENT (this “Agreement”), dated as of August 2, 2011 (the “Effective Date”), is entered into by, between and among INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Operator”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert Discoveries”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP., a Nevada corporation formerly known as Oreon Rental Corporation (“ALP”). Desert Discoveries, Traub and ALP are at times referred to herein singly as “Non-Operator,” and collectively as the “Non-Operators.” Operator, Desert Discoveries, Traub and ALP are at times singly referred to herein as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANTS AVANT DIAGNOSTICS, INC.Avant Diagnostics, Inc • September 26th, 2017 • Services-miscellaneous equipment rental & leasing • New York
THIS COMMON STOCK PURCHASE WARRANTS (the “Warrants”) certifies that, for value received, Infusion 51a, L.P. and its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after ______, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVANT DIAGNOSTICS, INC, a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.00001 par value (“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).
TERMINATION AND GENERAL RELEASE AGREEMENTTermination and General Release Agreement • May 25th, 2018 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
THIS TERMINATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2018 (the “Effective Date”) by and between (i) Avant Diagnostics, Inc. (the “Company”), and (ii) ________________ (“Investor”).
COMMON STOCK PURCHASE WARRANTS AVANT DIAGNOSTICS, INC.Notice of Exercise • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
THIS COMMON STOCK PURCHASE WARRANTS (the “Warrants”) certifies that, for value received, Anand Gokel and its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after September 5th 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVANT DIAGNOSTICS, INC, a Nevada corporation (the “Company”), up to 2,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.00001 par value (“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).
ContractAvant Diagnostics, Inc • May 17th, 2016 • Services-miscellaneous equipment rental & leasing • 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.
OREON RENTAL CORPORATION SUBSCRIPTION AGREEMENTOreon Rental Corporation Subscription Agreement • December 12th, 2008 • Oreon Rental Corp
EXCHANGE AGREEMENTExchange Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Nevada
This EXCHANGE AGREEMENT (this “Agreement”) is made effective as of July 28, 2017 (the “Execution Date”) by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and ____________ (the “Investor”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 18th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
This Separation and Release Agreement (the “Agreement”) is by and between Philippe Goix (“Executive”) and Avant Diagnostics, Inc., a Nevada corporation (the “Company”).
Rhodes Holdings LLC Consulting Agreement with American Liberty Petroleum Corp.LLC Consulting Agreement • December 30th, 2014 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing • Texas
THIS AGREEMENT (the “Agreement”) is entered into as of this 29th day of December, 2014, by and among Rhodes Holdings LLC, a Texas limited liability company with offices at 615 Longview Drive, Sugar Land, Texas 77478-3728 (the “Consultant”) and American Liberty Petroleum Corp., a Nevada corporation with principal offices at 11251 Richmond Avenue, Suite F101, Houston, Texas 77082 (the “Company”).
ASSIGNMENT AND FIRST AMENDMENT OF LEASEAssignment and First Amendment of Lease • May 17th, 2016 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing
THIS ASSIGNMENT AND FIRST AMENDMENT OF LEASE (the "Assignment") is made and entered into this 26th day of April, 2016 ("Assignment Date"), by and among (i) Saul Holdings Limited Partnership, a Maryland limited partnership (hereinafter referred to as "Landlord"); (ii) Theranostics Health, Inc., a Delaware corporation (hereinafter referred to as "Original Tenant"); and (iii) Avant Diagnostics, Inc., a Nevada corporation (hereinafter referred to as "Assignee").
FIRST AMENDMENT TO OPTION AGREEMENTOption Agreement • October 26th, 2010 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing
This First Amendment to Option Agreement (this “Amendment”) is entered into on October 23, 2010, but to be effective for all purposes as of October 4, 2010 (the “Effective Date”), by, between and among American Liberty Petroleum Corp. (formerly known as Oreon Rental Corporation), a Nevada corporation (“Buyer”), and Desert Discoveries, LLC, a Nevada limited liability company (“Seller”).
THIRD AMENDMENT TO OPTION AGREEMENTOption Agreement • June 20th, 2011 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing
This Third Amendment to Option Agreement (this “Amendment”) is entered into effective as of June 9, 2011 (“Effective Date”), by and between American Liberty Petroleum Corp. (formerly known as “Oreon Rental Corporation”), a Nevada domestic corporation (“Buyer”), and Desert Discoveries, LLC, a Nevada domestic limited-liability company (“Seller”).
Dear Philippe Goix, PhD, MBA,Avant Diagnostics, Inc • September 26th, 2017 • Services-miscellaneous equipment rental & leasing • Maryland
We are pleased to extend to you an offer of employment with Avant Diagnostics, Inc. (AVDX). (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. The Company initially wishes to hire you as Chief Executive Officer (CEO) upon funding of an initial total $500,000 investment to be made by Infusion 51a LP together with Asia America Alliance Limited (Asia America) . This employment agreement will be for the purposes of preparing the current Theralink business inside Avant for commercialization, as well as assisting Dominick & Dickerman, the investment bank the Company intends to retain for the raising of capital, to raise an additional $2,000,000 investment. Upon closing that additional $2,000,000 capital raise, you will be tasked with adding the Precision Health Care Solutions medical technology business model to the Avant platform. Any refere
FIRST AMENDMENT TO OPERATING AGREEMENTOperating Agreement • April 12th, 2012 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing
This First Amendment (this “Amendment”) to the June 27, 2011 Operating Agreement (“Agreement”) is entered into effective as of April 3, 2012 (“Effective Date”), by and between INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Independence”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert Discoveries”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP, a Nevada corporation formerly known as Oreon Rental Corporation (“ALP”). Independence, Desert Discoveries, Traub and ALP are at times referred to herein singly as a “Party” and collectively as the “Parties”.
CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 25, 2019Avant Diagnostics, Inc • May 25th, 2018 • Services-miscellaneous equipment rental & leasing • Nevada
THIS CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of Avant Diagnostics, Inc., (the “Company”), having its principal place of business at, (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SHARE EXCHANGE AGREEMENTEscrow Agreement • May 17th, 2016 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
This Share Exchange Agreement (the "Agreement"), is made and entered into as of May 11, 2016, by and among Avant Diagnostics, Inc. a Nevada corporation ("Buyer"), Amarantus Diagnostics Inc., a Delaware corporation (the "Company"), and Amarantus BioScience Holdings Inc., a Nevada corporation, the sole shareholder of the Company ("Shareholder"). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
SECOND AMENDED AND RESTATED CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Arizona
This Second Amended and Restated Confidential Settlement Agreement (“Agreement”) is made and entered into on September 19, 2017 (the “Settlement Effective Date”) by and between the undersigned parties, Memory DX, LLC (“Plaintiff”), Amarantus Bioscience Holdings, Inc. (the “Company”) and Avant Diagnostics, Inc. (“Avant”). Plaintiff, Avant and the Company are referred to individually as “Party” and collectively as “Parties” in this Agreement.
Agreement and Plan of Reorganization between American Liberty Petroleum Corp., Avant Diagnostics, Inc., and Avant Acquisition Corp. AGREEMENT AND PLAN OF REORGANIZATION among American Liberty Petroleum Corp. (a Nevada corporation) AVANT ACQUISITION...Agreement and Plan of Reorganization • December 30th, 2014 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (“Reorganization Agreement”) is entered into as of December 29, 2014, by and among American Liberty Petroleum Corp., a Nevada corporation (“American Liberty”), Avant Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of American Liberty (“Merger Sub”), Avant Diagnostics, Inc., a Nevada corporation (“Avant”), and the stockholders of Avant are referred to as the (“Avant Stockholders”). American Liberty, Merger Sub, Avant and Avant Stockholders are referred to collectively herein as the “Parties.”
SECOND AMENDMENT TO OPERATING AGREEMENTOperating Agreement • March 18th, 2013 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing • Nevada
This Second Amendment (this “Amendment”) to the Operating Agreement dated as of August 2, 2011 as amended by that First Amendment to Operating Agreement dated April 3, 2011 (as it has been amended, the “Agreement”) is entered into effective as of March 14, 2013 (“Effective Date”), by and between INDEPENDENCE DRILLING, LLC, a Nevada limited liability company (“Independence”), DESERT DISCOVERIES, LLC, a Nevada limited liability company (“Desert Discoveries”), EDWARD TRAUB, an individual (“Traub”), and AMERICAN LIBERTY PETROLEUM CORP, a Nevada corporation (“ALP”). Independence, Desert Discoveries, Traub and ALP are at times referred to herein singly as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Nevada
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of June 2, 2017 (the “Issue Date”), by and between Avant Diagnostics Inc., a Nevada corporation (the “Company”) and Gregg Linn (“Recipient”).
ContractTermination and General Release Agreement • April 6th, 2018 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
ASSET PURCHASE AGREEMENT dated as of March 30, 2018, between Avant Diagnostics, Inc., a Nevada corporation (“Seller”), and Amarantus Bioscience Holdings, Inc., a Nevada corporation (“Purchaser”).
SECOND AMENDMENT TO OPTION AGREEMENTOption Agreement • February 15th, 2011 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing
This Second Amendment to Option Agreement (this “Amendment”) is entered into effective as of February 11, 2011 (“Effective Date”), by, between and among American Liberty Petroleum Corp. (formerly known as “Oreon Rental Corporation”), a Nevada domestic corporation (“Buyer”), and Desert Discoveries, LLC, a Nevada domestic limited-liability company (“Seller”).
EXCHANGE AGREEMENTExchange Agreement • June 21st, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Nevada
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of January 25, 2017, is made by and between Avant Diagnostics, Inc., a Nevada corporation (“Company”), and Gregg Linn (“Linn”).
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • March 18th, 2013 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing • Nevada
This Asset Purchase and Sale Agreement (this “Agreement”) is made and entered into effective March 14, 2013 (the “Effective Date”) in Carson City, Nevada by and between DESERT DISCOVERIES, LLC, a Nevada domestic limited liability company, c/o Rutledge Law Center Ltd., 320 North Carson Street, Carson City, Nevada 89701 (“Buyer”), and american liberty petroleum Corp., a Nevada domestic corporation, 4900 California Ave, Tower B-210, Bakersfield, California 93309 (“Seller”). Buyer and Seller are the only parties to this Agreement and are at times referred to herein singly as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 27th, 2011 • American Liberty Petroleum Corp. • Services-miscellaneous equipment rental & leasing • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 24, 2011, is made and entered into by and between Keyser Resources, Inc., a Nevada corporation (“Keyser”), True American Energy Corporation, a Nevada corporation (“TAEC”), and American Liberty Petroleum Corp., a Nevada corporation (“Parent”).
