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").
ContractConvertible Security Agreement • May 17th, 2016 • Avant Diagnostics, Inc • 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.
ASSIGNMENT AND FIRST AMENDMENT OF LEASELease Agreement • 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").
SHARE EXCHANGE AGREEMENTShare Exchange 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.
