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”).
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”).
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).
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).
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”).
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
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.
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”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • New York
This Separation and Release Agreement (the “Agreement”) is by and between Gregg Linn (“Executive”) and Avant Diagnostics, Inc., a Nevada corporation (the “Company”).
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Maryland
This Confidential Settlement Agreement (“Agreement”) is made and entered into on June 8, 2017 (the “Settlement Effective Date”) by and between the undersigned parties, John G. Hartwell (“Hartwell”), Corrine Ramos (“Ramos”), and collectively with Hartwell, the “Plaintiff’), Avant Diagnostics, Inc. (“Avant”), Avant Diagnostics Acquisition Corporation (“Avant Acquisition”) and Gregg Linn (“Linn”), and collectively with Avant and Avant Acquisition, the “Defendants”). Each Plaintiff and Defendant are referred to individually as “Party” and collectively as “Parties” in this Agreement.
SATISFACTION OF NOTESatisfaction of Note • September 26th, 2017 • Avant Diagnostics, Inc • Services-miscellaneous equipment rental & leasing • Nevada
This SATISFACTION OF NOTE (this “Satisfaction”) is made effective as of July 7th , 2017 (the “Execution Date”) by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and Black Mountain Equity Partners, LLC (the “Investor”).
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 14, 2017 (the “Execution Date”) by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and Coastal Investment Partners LLC (the “Investor”).
