ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Assignment and Assumption Agreement (the "Agreement") is effective as of the close of business on January 17, 2012, by and between Discount Dental Materials, Inc., a Nevada Corporation ("Assignor"), and R. Douglas Barton (the “Assignee”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
This Share Exchange Agreement (the “Agreement”) dated as of January 17, 2012, is made by and among Discount Dental Materials, Inc., a Nevada corporation (the “Corporation” or “DDOO”), R. Douglas Barton, an individual and officer, director and controlling shareholder of DDOO (“Barton”), Cerebain Biotech Corp., a Nevada corporation (“Cerebain”), and the shareholders of Cerebain (each a “Shareholder” and collectively the “Shareholders”) who are the owners of 100% of the outstanding common stock of Cerebain as listed on Exhibit A, attached hereto.
PATENT LICENSE AGREEMENTPatent License Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
This Patent License Agreement (the “Agreement”) is hereby entered into effective as of June 10, 2010 (the “Effective Date”), by and between Cerebain Biotech Corp., a California corporation, (hereinafter “Cerebain”) located at 92 Corporate Park, C-141, Irvine, CA 92606, and Dr. Surinder Singh Saini, MD, an individual (hereinafter “Licensor”) located at 1280 Bison Ave., B9-41, Newport Beach, CA 92657. Cerebain and Licensor may each be referred to herein as a “Party” and together as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of January, 2012, by and between the persons and entities listed on the signature page hereof and on Exhibit A (collectively, the “Sellers”) who are the record or beneficial owners of shares of capital stock of Discount Dental Materials, Inc. (the “Company”) in the amounts listed on Exhibit A, and Cerebain Biotech Corp., a Nevada corporation (the “Buyer”).
