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Nano Mobile Healthcare Inc. (VNTH)

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Nano Mobile Healthcare (USOTC:VNTH)
Nano Mobile Healthcare, Inc. is a mobile health technology company. The Company is developing personalized and point-of-care screening using applications based upon chemical sensing methods residing within a Bluetooth device that works with any smartphone, tablet, or laptop. Nano Mobile is the first non-invasive, inexpensive, mobile, early cancer screening and monitoring platform. Its mission is to commercialize mobile breath sensor technologies, which permit Health Care providers (HCPs) to better manage the health care range - from managing illness to wellness. Nano Mobile Healthcare has been developing a low cost point-of-care screening device.Its screening device will detect and analyze common components from human breath and provide an early indication of chronic diseases, such as heart failure and various forms of cancer, as well as contagious diseases, such as strep throat. Its product, Nano Mobile Sensor, screens for various combinations so the doctor can identify them before symptoms appear, such as a tumor that appears when patients have a computed tomography scan. The device is currently in a clinical environment. The final development stage for the healthcare sensor will be formal clinical trials and ultimately to obtain Food and Drug Administration (FDA) approval. The sensor connects through Bluetooth to any smart device running an iPhone operating system or Android operating system. The device has a small footprint and can be operated by anyone with minimal instruction. The screening device includes Breath Capture Device, Sensor Module and Application/Software for the Smart Devices. The Nano Mobile Sensor detects chemicals and volatile organic compounds using Carbon Nanotubes. Nano Mobile Healthcare, Inc. engages in the development of detection devices. Its products include convergence of nano-electronics, bio-informatics, and wireless technology and are based on patented technology. It has a strategic partnership with Theranostics Laboratory, a translational research company. The company was formerly known as Vantage mHealthcare, Inc. and changed its name to Nano Mobile Healthcare, Inc. in September 2015. Nano Mobile Healthcare, Inc. was incorporated in 2010 and is based in Boston, Massachusetts. Nano Mobile Healthcare, Inc. is a subsidiary of Nanobeak, LLC. Nano Mobile’s first product is the Nano Mobile Health Sensor, which is in development. It’s the union of nano-electronics, bio-informatics, and wireless technology to create the next generation mobile health application. The expectation is that the first mobile app will be for lung cancer screening with additional mobile healthcare apps in the planning stages. They are also developing a THC Breathalyzer and opioid breathalyzer to combat the drug crisis and prevent impared driving. Its product, the Nano Mobile Sensor, screens for various combinations so the doctor can identify them before symptoms appear, such as a tumor that appears when patients have a computed tomography scan. The sensor connects through Bluetooth to any smart device running an iPhone operating system or Android operating system. The screening device includes Breath Capture Device, Sensor Module and Application/Software for the Smart Devices. The Nano Mobile Sensor detects chemicals and volatile organic compounds using Carbon Nanotubes.The device may also be used to detect air samples to test for hazards such as toxic gas, bio weapons, chemicals etc. 


Video Presentation On How The Sensor Can Be Adapted To Screen For Drugs, Disease, And Bio-Weapons

https://youtu.be/Y3mTihlTrDg


The Company holds offices in Boston, MA

Nano Mobile Healthcare:  One Boston Place, Suite 2600
                                          Boston, MA, 62108
                                          United States
                                          http://nanomobilehealthcare.com/
                                                                tel:+1 617 336-7001

The Company is a registered Delaware Corporation
 

EXECUTIVE LEADERSHIP
Joseph C. Peters
President, Principal Accounting Officer
Robert Chicoski
Chief Executive Officer, Chief Financial Officer, Director
James C. Katzaroff
Director
Edward Rollins
Director

Sublicense between Nanobeak and Nano Mobile Healthcare has been extended until 2023.
 
Link to the full and unredacted license agreement between NASA and Nanobeak (Parent Company):
www.nasa.gov/saa/domestic/28072_NASA_Nanobeak_Fully_Executred.pdf
 
Long term price predictions VERY BULLISH (follow the link below):
www.walletinvestor.com/stock-forecast/vnth-stock-prediction
 
Results of Lung Cancer Detection Clinical Trials:
https://clinicaltrials.gov/ct2/show/record/NCT03275688
Investor Presentation



Original Sub-license Agreement between Nanobeak and Nano Mobile Healthcare
This Sublicense Agreement (“ Agreement ”), effective as of the date of last signature below (the “ Effective Date ”), is by and between Nanobeak, Inc. a California corporation having its principal place of business at 575 Madison Avenue, 10th Floor, New York, NY 10022 (“ Nanobeak ”) and Vantage Health, a Nevada corporation, with a place of business at 401 Warren Street, Suite 200, Redwood City, CA 94063 (“ VNTH ”).
 
WHEREAS, Nanobeak and the National Aeronautics and Space Administration (“ NASA ”) entered into that certain License Agreement, dated December 31, 2013 (the “ License Agreement ”), pursuant to which NASA granted to Nanobeak rights to practice under certain patents and patent applications controlled by NASA;
 
WHEREAS, VNTH is developing personalized and point-of-care screening using applications based upon chemical sensing residing within a small device attached to a smartphone and desires to sublicense certain of the rights granted to Nanobeak under the License Agreement; and
 
WHEREAS, Nanobeak has agreed to license such rights to VNTH subject to and on the terms set forth in this Agreement.
 
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Nanobeak and VNTH hereby agree as follows:
 
1.                   License Agreement . Nanobeak has provided VNTH with a true and complete copy of the License Agreement, and VNTH acknowledges receipt thereof. Terms used in all capitalized letters in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in the License Agreement.
2.                   Sublicense .
2.1.             Nanobeak hereby grants to VNTH a terminable, royalty-bearing, non-exclusive sublicense to practice, i.e., to make, have made, use, offer to sell, sell, transfer, or dispose of, the LICENSED INVENTION in accordance with the LICENSED AREA and the VNTH Field of Use. As used in this Agreement, “ VNTH Field of Use ” means the portion of the LICENSED FIELD OF USE that relates to disease detection. VNTH acknowledges that this sublicense is subject to NASA’s reserved rights set forth in Section 2.4 of the License Agreement.
2.2.             In the event that, subsequent to the Effective Date, NASA and Nanobeak expand the scope of the license or enter into any subsequent agreement a contemplated under Section 2.2 of the License Agreement, the parties will amend this Agreement accordingly.
2.3.             VNTH may grant further sublicenses of the rights granted hereunder, however, any such sublicense will be subject to NASA’s approval and the other rights of NASA set forth in Article III of the License Agreement.
 
 
2.4.             VNTH shall be bound by, and shall comply with, Articles V, VI, VIII, IX, X, XI, XII, XIII, XVII and XIV and Section 9.11 of the License Agreement as if “LICENSEE” under the Agreement to the extent that such Articles and Section apply to the rights granted to VNTH under this Agreement; however, any reports or notices required to be provided to NASA under any of the foregoing shall be provided by VNTH to Nanobeak, and Nanobeak shall be responsible for providing the required reports or notices to NASA.
3.                   Royalties and Payments .
3.1.             VNTH agrees to pay Nanobeak a running royalty of the NET SALES OF ROYALTY-BASE PRODUCTS AND PROCESSES for each ACCOUNTING PERIOD. The amount royalty rate shall be the same royalty rate as that required to be paid by Nanobeak pursuant to Section 7.2 of the License Agreement.
3.2.             VNTH agrees to pay Nanobeak minimum royalties in the same amount and at the same times as the minimum royalties payable by Nanobeak pursuant to Section 7.3 of the License Agreement.
3.3.             Sections 7.4 – 7.7 (inclusive) of the License Agreement shall apply to this Agreement in the same manner as they apply to the License Agreement, mutatis mutandis .
3.4.             VNTH shall be responsible for payment of any interest, penalties, administrative costs, costs of collection and any associated reasonable attorney fees assessed by NASA pursuant to Section 7.8 of the License Agreement that result from payments that are not timely paid by VNTH.
4.                   Term and Termination .
4.1.             This Agreement shall commence on the Effective Date and shall continue until the earlier of (a) expiration or termination of the License Agreement or (b) termination of this Agreement as set forth in Section 4.2 of this Agreement.
4.2.             VNTH may terminate this Agreement on the same grounds and in the same manner in which LICENSEE may terminate the License Agreement under Section 19.2 and 19.3. Nanobeak may terminate this Agreement on the same grounds and in the same manner in which LICENSOR may terminate the License Agreement under Section 19.2, 19.4 and 19.5.
4.3.             Nanobeak may not terminate the License Agreement pursuant to Section 19.3 of the License Agreement without VNTH’s prior written consent, not to be unreasonably withheld, conditioned or delayed. VNTH may not withhold such consent in the event that it is not exercising, and does not within the immediately following six (6) month period have bona fide plans to exercise, the rights granted under this Agreement.
5.                   Applicability of Certain Articles and Sections of the License Agreement . Articles XVI, XVIII, XX – XXVII (inclusive) and Section 19.1 of the License Agreement shall apply to this Agreement in the same manner as they apply to the License Agreement, mutatis mutandis .
2
 
IN WITNESS WHEREOF, Nanobeak and VNTH have caused this Agreement to be executed by their duly authorized representatives on the dates set forth below.
 
NANOBEAK, INC.
 
By: /s/ Jeremy Barbera
Name: Jeremy Barbera
Title: Chief Executive Officer
Date: February 20, 2014
VANTAGE HEALTH
 
By: /s/ Jeremy Barbera
Name: Jeremy Barbera
Title: Chief Executive Officer
Date: February 20, 2014
 
Current Institutional Ownership as per Fintel

Short Selling Data (From Fintel)
Development on Narcotic Sensor
http://nanomobilehealthcare.com/press-releases/04212015
 
Settlement Reached With JDF (Reducing Convertible Debt!)
GLOBAL SETTLEMENT AGREEMENT& MUTUAL RELEASE OF ALL CLAIMS BY ALL PARTIES THIS GLOBAL SETTLEMENT AGREEMENT & MUTUAL RELEASE OF ALL CLAIMS BY ALL PARTIES (“Agreement”) is dated, entered into and made fully effective (irrespective of the date actually signed by the parties) as of the 10th day of March, 2017, by and among JDF Capital, Inc., a New York Corporation, (“Plaintiff”), and NANO MOBILE HEALTHCARE, INC., a Delaware corporation, f/k/a Vantage mHealthcare, Inc., f/k/a Vantage Health, Inc., a Nevada Corporation; (together, “Defendants” or “NANO”). Recitals A. Whereas, on December 13, 2016, Plaintiff filed a lawsuit in the SECOND JUDICIAL DISTRICT COURT, WASHOE COUNTY, NEVADA, Case # CV16-02530 (the “Lawsuit”), alleging claims for, inter alia, breach of contract, and Defendants have denied all such allegations (the “Dispute”). B. Whereas, the parties have had certain discussions regarding various alternatives to resolve the Dispute. C. Whereas, DEFENDANTS and PLAINTIFF have decided to avoid the time and expense of litigation, and believe it is in their mutual best interests to compromise and settle all claims and issues arising from, or related to, the Dispute and the Lawsuit, including any claims that ever could be asserted against either party by the other party arising from the facts and circumstances related to the Dispute. NOW, THEREFORE, it is agreed as follows: SECTION 1 Consideration 1.1 In full and complete settlement of any and all claims, past and present, whether known or unknown, which could be asserted by PLAINTIFF against DEFENDANTS, including, but not limited to all claims relating to the Dispute, and any other claims which may hereafter be asserted against DEFENDANTS arising from the Dispute, or otherwise involving the relationships and dealings among the various entities and persons included in DEFENDANTS, DEFENDANTS shall: 1 1. Make payments to Plaintiff aggregating $300,000 in cash as follows: (i) $50,000 on the date of execution of this Agreement (“Settlement Payment 1”); (ii) $50,000 on or before April 1, 2017 (“Settlement Payment 2”); (iii) $50,000 on or before May 1, 2017 (“Settlement Payment 3”); (iv) $50,000 on or before June 1, 2017 (“Settlement Payment 4”); (v) $50,000 on or before July 1, 2017 (“Settlement Payment 5”); and (vi) $50,000 on or before August 1, 2017 (“Settlement Payment 6”). Each of Settlement Payment 1, Settlement Payment 2, Settlement Payment 3, Settlement Payment 4, Settlement Payment 5 and Settlement Payment 6 shall individually be referred to herein as a “Settlement Payment” and collectively as the “Settlement Payments”. The Settlement Payments shall be made on the first day of each month as set forth above, except if the first day of the month falls on a Saturday, Sunday or Federal holiday, then the payment date will be the next succeeding business day. If the Settlement Payment is not made on the payment date set forth herein, the Defendant shall have a 72-hour cure period, not including Saturday, Sunday and Federal holidays, for any payments not made in accordance herewith. 2. Execute and issue, concurrent with this Agreement, a convertible promissory note (“CONVERTIBLE NOTE”) in favor of Plaintiff in the amount of US$100,000.00, with a 30% discount to the lowest closing bid price per share of Nano’s common stock, during the prior 20 trading days. If the CONVERTIBLE NOTE is not paid within 6 months, i.e., on or before September 1, 2017, or purchased by and fully paid by a third party on or before that date, then the CONVERTIBLE NOTE becomes convertible by the holder at the lower of (i) a 30% discount to the lowest closing bid price per share of common stock during the 20 trading days prior to conversion; or (ii) largest conversion discount given to any note holder for any note sold by NANO between March 1, 2017, and the date of conversion; See Exhibit “A”. 3. Defendants shall sign a confession of judgment for US$693,952.88, which shall remain in full force and effect until the full amount of the Settlement Payments are paid to Plaintiff, at which time the confession of judgment will be reduced to $393,952.88, and remain in full force and effect until the $100,000 CONVERTIBLE NOTE is paid in full or fully converted, however, the confession of judgment shall automatically be reduced by all amounts paid to Defendant pursuant to the terms of this Agreement. See Exhibit “B”. 2 4. The warrants for NANO stock currently held by Plaintiff are not exercisable, assignable or transferable unless a default occurs in performance of the terms of this Agreement, including, but not limited to, performance of the terms of the CONVERTIBLE NOTE, provided any such default has not been cured by Plaintiff after notice thereof. 5. After the Settlement Payments have been paid in full, and after the CONVERTIBLE NOTE for $100,000.00, due September 1, 2017, is paid in full or otherwise sold to a thirdparty,the warrants held by Plaintiff shall be returned to NANO for cancellation or otherwise transferred at NANO's written direction; 6. NANO shall pay Michael J. Morrison, Chtd., attorney for Plaintiff, the aggregate sum of $14,000 as and for the reasonable attorneys’ fees and actual costs incurred in connection with the Dispute, which shall be paid as follows: (i) $5,000 on the date hereof; (ii) $5,000 within 30 days from the date hereof; and (iii) $4,000 within 60 days from the date hereof. 7. After NANO has paid Plaintiff the first installment of $50,000 due and payable under the terms of this Agreement, and the confession of judgment has been executed by NANO and is in effect and fully enforceable, the Lawsuit shall be dismissed by Plaintiff, however, prior to the confession of judgment being in effect and fully enforceable Plaintiff shall not take any further action with respect to the Lawsuit, other than to postpone any responses due by NANO. 8. NANO shall provide and maintain current information and otherwise comply with all applicable laws, rules and regulations to ensure that its shares of stock are eligible to be sold pursuant to S.E.C. Rule 144 at all times on or after September 1, 2017 until all payments and monies due under the $100,000 Convertible Note have been paid in full or otherwise sold by Defendant to a third-party; 9. NANO shall hold in reserve, and totally unencumbered, sufficient shares of stock to provide 500% coverage on the $100,000 CONVERTIBLE NOTE at all times, after Nano’s authorized shares of common stock have been increased, until Plaintiff has been paid in full all monies due under the terms of this Agreement (see Exhibit “C” and Exhibit “D”); and 3 10. The CONVERTIBLE NOTE shall contain customary commercial terms and conditions relating to promissory notes, and in the event of any default, simple interest shall accrue on the unpaid balance from the date of default in any payment until paid in full. 1.2 The Settlement Payments shall constitute the sole, full and exclusive consideration to PLAINTIFF to fully and finally settle all claims and issues between DEFENDANTS and PLAINTIFF, related to the Dispute, or otherwise. 1.3 This shall constitute the sole, full and exclusive consideration to PLAINTIFF to fully and finally settle all claims and issues between DEFENDANTS and PLAINTIFF, or otherwise. SECTION 2 Release 2.1 In consideration for the undertakings described in this Agreement, PLAINTIFF, corporately, on behalf of its respective officers, directors, management personnel, agents, shareholders, associates, affiliates, co-venturers, and assigns, fully, finally, unconditionally and forever fully and finally release and discharge DEFENDANTS and their respective officers, directors, managers, members, management personnel, agents, shareholders, associates, affiliates, co-venturers, and assigns, from any and all claims, demands, losses, damages, actions, causes of action, suits, debts, promises, liabilities, obligations, liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or equitable) or duties, of any nature, character or description whatsoever, whether known or unknown, fixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from, or relating to, directly or indirectly, from the conduct, decisions, action(s), and/or inaction(s) of DEFENDANTS related, directly or indirectly to the Dispute. PLAINTIFF, corporately, and on behalf of its respective officers, directors, management personnel, agents, shareholders, associates, affiliates, co-venturers, and assigns, fully, finally, unconditionally and forever, expressly waives any right or claim of right to assert hereafter that any claim(s) has, through ignorance, oversight or error, been omitted from the terms of this Agreement. PLAINTIFF, corporately, and on behalf of its respective officers, directors, management personnel, agents, shareholders, associates, affiliates, coventurers, and assigns, fully understands by the execution of this Agreement that it may never assert a claim for damages against DEFENDANTS and/or any person serving as an officer, director and/or shareholder, or manager, member or agent of DEFENDANTS, an attorney and/or resident agent of DEFENDANTS and/or a representative, agent or attorney of or for any or all present officer(s), director(s) or shareholder(s) or member(s) or manager(s) of DEFENDANTS arising out of the Dispute, and/or actions and/or inactions of DEFENDANTS and/or any person serving as an officer, director and shareholder of any entity of DEFENDANTS, an attorney and/or resident agent of DEFENDANTS and/or a representative, agent or attorney of or for any or all present or officer, director or shareholder of DEFENDANTS, or the allegations contained in the Dispute and/or the Lawsuit and/or any other prior activities among the parties to this Dispute, directly or indirectly. 4 2.2 The release of claims in Subsection 2.1 (“Release”) includes, but is not limited to, claims at law or equity or sounding in contract (express or implied) or torts arising under federal, state, or local laws or the common law or any claims, including breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, negligence, any claim seeking declaratory, injunctive, or equitable relief, or any other claim of any type whatsoever, arising out of the federal laws and/or the statutory or common law of any state (collectively referred to as "Released Claims"). The parties likewise release each other from any and all obligations for attorneys' fees, costs and expenses incurred in regard to the Lawsuit, Dispute and claims. 2.3 In consideration for the undertakings described in this Agreement, DEFENDANTS, corporately and on behalf of its respective officers, directors, management personnel, agents, shareholders, associates, affiliates, co-venturers, and assigns, fully, finally, unconditionally and forever fully and finally release and discharge PLAINITFFS from any and all claims, demands, losses, damages, actions, causes of action, suits, debts, promises, liabilities, obligations, liens, costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or equitable) or duties, of any nature, character or description whatsoever, whether known or unknown, fixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, asserted or unasserted, arising from, or relating to, directly or indirectly, from the conduct, decisions, action(s), and/or inaction(s) of PLAINITFFS related, directly or indirectly to the Dispute. DEFENDANTS, corporately and on behalf of its respective officers, directors, management personnel, agents, shareholders, associates, affiliates, coventurers, and assigns, fully, finally, unconditionally and forever, expressly waives any right or claim of right to assert hereafter that any claim(s) has, through ignorance, oversight or error, been omitted from the terms of this Agreement. DEFENDANTS, corporately and on behalf of its respective officers, directors, management personnel, agents, shareholders, associates, affiliates, co-venturers, and assigns, fully understands by the execution of this Agreement that it may never assert a claim for damages against PLAINITFFS and/or any person serving as an officer, director and/or shareholder of PLAINITFFS, an attorney and/or resident agent of PLAINITFFS and/or a representative, agent or attorney of or for any or all present officer(s), director(s) or shareholder(s) of PLAINITFFS arising out of the Dispute, and/or actions and/or inactions of PLAINITFFS and/or any person serving as an officer, director and shareholder of any entity of PLAINITFFS, an attorney and/or resident agent of PLAINITFFS and/or a representative, agent or attorney of or for any or all present or officer, director or shareholder of PLAINITFFS, or the allegations contained in the Dispute and/or any other prior activities among the parties to this Dispute, directly or indirectly. 2.4 The Release of claims in Subsection 2.3 includes, but is not limited to, claims at law or equity or sounding in contract (express or implied) or torts arising under federal, state, or local laws or the common law or any claims, including breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, negligence, any claim seeking declaratory, injunctive, or equitable relief, or any other claim of any type whatsoever, arising out of the federal laws or the statutory or common law of any state (collectively referred to as "Released Claims"). The parties likewise release each other from any and all obligations for attorneys' fees, costs and expenses incurred in regard to the Dispute, Lawsuit and claims. 5 2.5 PLAINTIFF acknowledges that it may have sustained claims, damages or losses that are presently unknown and unsuspected and that any such claims, damages or losses as were sustained may give rise to additional claims, damages or losses in the future that are not now anticipated. PLAINTIFF acknowledges that it may later discover material facts in addition to, or different from, those which it now knows or believes to be true with respect to negotiation, execution or performance of this Agreement. PLAINTIFF further acknowledges that there may be future events, circumstances, or occurrences materially different from those it knows or believes likely to occur. It is PLAINTIFF’s intention to fully, finally, and forever settle and release all claims, Disputes and differences between and among PLAINTIFF, on the one hand, and DEFENDANTS, on the other hand. The Releases provided in this Agreement shall remain in full effect notwithstanding the discovery or existence of any additional or different facts or circumstances or any such future events, circumstances or conditions. PLAINTIFF acknowledges that this Release has been negotiated and agreed upon in light of these factors and PLAINTIFF expressly waives any rights it may have as a result of any such unknown claims, damages or losses under any statute, regulation or common law principle that a general release does not extend to unknown claims, damages or losses. 2.6 DEFENDANTS acknowledge that they, respectively, may have sustained claims, damages or losses that are presently unknown and unsuspected and that any such claims, damages or losses as were sustained may give rise to additional claims, damages or losses in the future that are not now anticipated. DEFENDANTS further acknowledge that they respectively may later discover material facts in addition to, or different from, those which they now know or believe to be true with respect to negotiation, execution or performance of this Agreement. DEFENDANTS further acknowledge that there may be future events, circumstances, or occurrences materially different from those they know or believe likely to occur. It is the intention of DEFENDANTS to fully, finally, and forever settle and release all claims, disputes and differences between and among DEFENDANTS, on the one hand, and PLAINTIFF, on the other hand. The Releases provided in this Agreement shall remain in full effect notwithstanding the discovery or existence of any additional or different facts or circumstances or any such future events, circumstances or conditions. DEFENDANTS acknowledge that this Release has been negotiated and agreed upon in light of these factors and DEFENDANTS expressly waive any rights they respectively may have as a result of any such unknown claims, damages or losses under any statute, regulation or common law principle that a general release does not extend to unknown claims, damages or losses. 2.09 PLAINTIFF represents that it has carefully read this Agreement and has been fully advised by its own legal counsel as to the nature and extent of each of the terms and provisions of this document, and hereby authorizes the satisfaction of the Dispute, and this Agreement. 2.10 DEFENDANTS represent that they have, respectively, carefully read this Agreement and have been fully advised by their own legal counsel as to the nature and extent of each of the terms and provisions of this document, and hereby authorize the satisfaction of the Dispute, and this Agreement. 6 2.11 Each entity and person named in this Release has been advised by counsel with respect to this Release and the Stipulation for Dismissal with Prejudice constituting a settlement of this case, and specifically, have discussed and reviewed, if applicable to such party, the provisions of California Civil Code, Section 1542, as set forth below, and upon the advice of such counsel, each of them hereby waives the protection afforded by such a statute: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing a release, which if known by him, must have materially affected his settlement with the debtor.” SECTION 3 Satisfaction of the Dispute The Dispute shall be deemed fully satisfied and paid in full, and is hereafter deemed null, void and worthless. Each party to bear its own costs, expenses and attorneys' fees. SECTION 4 Authority To Execute All parties represent and warrant that they have all requisite authority to execute and perform this Agreement. SECTION 5 Purpose of Compromise and Settlement The parties have each entered into this Agreement solely for the purpose of settling and compromising the Dispute, terminating any and all business relationships and involvement among any of the parties, if any, and settling any and all disputes among the parties, and nothing contained in this Agreement or its performance shall be deemed to be an admission or acknowledgment of: liability; the existence of damages; or the amount of any damages relating to the actions and/or inactions of either party, nor any other person or entity, involving or related to either party, in any and all capacities, or as parties to the Dispute. SECTION 6 Binding Effect This Agreement shall inure to the benefit of and be binding upon the parties and their respective family members, heirs, successors and assigns. SECTION 7 Waiver Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver of that right, remedy, power or privilege. No waiver of any right, remedy, power or privilege with respect to any particular occurrence shall be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. 7 SECTION 8 Time of the Essence Time is of the essence of this Agreement and all of its terms, provisions, conditions and covenants. SECTION 9 Entire Agreement This Agreement contains the entire agreement between the parties and may not be changed or terminated orally but only by a written instrument executed by the parties after the date of this Agreement. SECTION 10 Construction The terms and conditions of this Agreement shall be construed as a whole according to their fair meaning and not strictly for or against any party, with the purpose and intent to give this Agreement, and the terms and conditions hereof, the most expansive construction and application possible. The parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their attorneys and that any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, including its exhibits or any amendments. SECTION 11 Partial Invalidity If any term of this Agreement or the application of any term of this Agreement should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all of its applications, not held invalid, void or unenforceable, shall continue in full force and effect and shall not be affected, impaired or invalidated in any way. SECTION 12 Governing Law and Forum - The laws of the State of Nevada applicable to contracts made or to be wholly performed there (without giving effect to choice of law or conflict of law principles) shall govern the validity, construction, performance and effect of this Agreement And venue and jurisdiction shall be maintained in Washoe County, Nevada, on behalf of all parties named herein. SECTION 13 Necessary Action 8 Each of the parties shall do any act or thing and execute any or all documents or instruments necessary or proper to effectuate the provisions and intent of this Agreement. SECTION 14 Counterparts This Agreement may be executed in any number of counterparts, each of which when duly executed and delivered shall be an original, but all such counterparts shall constitute one and the same agreement. Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures, and may be attached to another counterpart, identical in form, but having attached to it one or more additional signature pages. This Agreement may be executed by signatures provided by electronic facsimile transmission (also known as "Fax" copies), which facsimile signatures shall be as binding and effective as original signatures. SECTION 15 Notices 15.1 Any and all notices and demands by or from any party required or desired to be given under this Agreement shall be in writing and shall be validly given or made if served either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served by registered or certified mail in the manner provided, service shall be conclusively deemed given upon receipt or attempted delivery, whichever is sooner. 15.2 Any notice or demand to PLAINTIFF shall be addressed to: JDF Capital Inc. 62 E. Main Street Freehold, New Jersey 07728 Attention: John Fiero With a copy to (which shall not constitute notice): Michael J. Morrison, Esq. 1495 Ridgeview Drive, Suite 220 Reno, NV 89519 and to DEFENDANTS, to: Nano Mobile Healthcare Inc. Three Columbus Circle, 15 th floor New York, New York 10019 Attention: President With a copy to (which shall not constitute notice): Jody R. Samuels, Esq. 65 Broadway, 12 th floor New York, New York 10006 15.3 Any party may change its address for receiving notices or demands by a written notice given in the manner provided in this Section, which notice of change of address shall not become effective, however, until its actual receipt by the other parties. 9 SECTION 16 Miscellaneous 16.1 The captions appearing at the commencement of the sections of this Agreement are descriptive only and for convenience in reference to this Agreement and shall not define, limit or describe the scope or intent of this Agreement, nor in any way affect this Agreement. 16.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places in this Agreement in which the context requires such substitution or substitutions. SECTION 17 Voluntary Nature of Agreement By executing this Agreement, all Parties, jointly and severally represent that each of them, has carefully read and understands this Agreement and each of them, is fully aware of its legal effect; each of them has had an opportunity to and did, in fact, consult with their respective legal counsel regarding this Agreement; and, the only promise made to or agreement made with them is stated in this Agreement. The parties, jointly and severally acknowledge that they are signing this Agreement freely, voluntarily and with full knowledge of its terms and consequences, with the express and unconditional purpose of fully and finally settling any and all disputes among all the parties hereto, regardless of the nature, extent or source of any such disputes. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS. 10 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written. STATE OF __________ ) ) ss. COUNTY OF _________ ) NANO MOBILE HEALTHCARE, INC., a DELAWARE Corporation By:______________________________ Joseph Peters SUBSCRIBED and SWORN to before me this _____ day of March, 2017. ___________________________________ Notary Public STATE OF __________ ) ) ss. COUNTY OF _________ ) JDF Capital, Inc., a New York Corporation By:______________________________ SUBSCRIBED and SWORN to before me this _____ day of March, 2017. ___________________________________ Notary Public 11 
 
Settlement Reached With Navesink River Capital, LLC (Reducing Convertible Debt!!)
THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into on this 24th day of April, 2017, by and among Navesink River Capital, LLC (hereinafter Navesink), and Adam 2, L.L.C. (hereinafter “Adam”), collectively referred to as the “Owners,” who are the owners of certain notes (the “Notes”) of Phoenix Worldwide Holdings, Inc. (“Phoenix”); Phoenix, and Nano Mobile Healthcare, Inc. f/k/a Vantage mHealthcare Inc., with its principal office at 3 Columbus Circle, 15th Floor, New York, NY 10019 (hereinafter referred to as “NANO”). WHEREAS, on November 20, 2015, Phoenix executed in favor of Adam a promissory note in the amount of $200,000 (the “$200,000 Adam Note”). WHEREAS, on August 3, 2015, Phoenix executed in favor of Adam a second promissory note in the amount of $50,000 (the “$50,000 Adam Note”). WHEREAS, on August 5, 2015, Phoenix executed in favor of Navesink, a third promissory note in the amount of $25,000 (the “Navesink Note”). The Navesink Note, together with the $50,000 Adam Note and the $200,000 Adam Note are collectively referred to as the “Notes”. WHEREAS, there is a dispute between Phoenix and the Owners with respect to the Notes. WHEREAS, on or about November 22, 2016, the Owners filed a Complaint in the Superior Court of New Jersey (the “Complaint”), seeking judgment against Phoenix and related parties. WHEREAS, in connection with the Notes, NANO has previously executed in favor of Phoenix convertible promissory notes in the aggregate amount of $275,000 (the “Phoenix Notes”). WHEREAS, to avoid the delay, uncertainty, inconvenience, and expense of protracted litigation of the above claims, the parties to this Agreement hereby acknowledge that they are voluntarily entering into this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the undersigned parties, and the mutual promises herein contained, and to fully and finally resolve the Complaint as of the date of this Agreement, it is agreed as follows: TERMS AND CONDITIONS 1. In settlement of the claims associated with the Complaint, NANO shall pay on behalf of Phoenix to the Owners (or their designees), the sum of $275,000 (the “Settlement Amount”) which amount shall reduce the amounts that Phoenix owes to the Owners pursuant to the terms of the Notes. Additionally, the Settlement Amount shall be reduced by any amounts that Phoenix may pay directly to the Owners with respect to the Notes on or after the date hereof. All amounts being paid hereunder are being made to the Owners on behalf of Phoenix. The Settlement Amount shall be payable as follows:   1       (a) Six (6) equal installments, each in the amount of US $7,500, beginning on May 1, 2017 and thereafter on the first day of each calendar month (or the next business day thereafter if such first day of a calendar month is not a business day) beginning on June 1, 2017, by wire transfer of immediately available funds to an account designated by the Owners; and then, (b) Six (6) equal installments, each in the amount of US $10,000, beginning on November 1, 2017 and thereafter on the first day of each calendar month (or the next business day thereafter if such first day of a calendar month is not a business day), by wire transfer of immediately available funds to an account designated by the Owners; and then, (c) A final balloon payment of US $170,000 on or before May 1, 2018, by wire transfer of immediately available funds to an account designated by the Owners. 2. The Owners shall file a stipulation and order of dismissal of the Complaint without prejudice with the Superior Court, upon receipt of a fully executed counterpart of this Agreement and receipt of the first installment payment identified in Paragraph 1(a) above. 3. All Parties hereto acknowledge and agree that any and all of NANO’s payments hereunder are being made solely for purposes of reducing the outstanding balance of the Phoenix Note and for facilitating the repayment of the Notes by Phoenix to the Owners. 4. Phoenix and the Owners agree that all payments made hereunder shall reduce the outstanding principal balance of the Notes on a dollar for dollar basis and upon payment of the entire Settlement Amount the Notes shall be retired in full. 5. Time is of the essence as to all payments required under this Agreement. In the event that NANO fails to pay any amount due within ten (10) days after the required date of payment, NANO shall be in default of its payment obligations (“Default”). In the event of Default, the Owner or Owners will provide written notice of the Default (“Notice of Default”) by email to NANO, and NANO shall have an opportunity to cure the Default within five (5) days from the date the Notice of Default is sent (“Cure Period”). Notice of Default will be delivered to the President of NANO, and to the email address: jpeters@vantagehealthinc.com, with a copy to NANO’s counsel, Jody R. Samuels, Esq. at Jsamuels@jrsconsultingco.com. If NANO fails to cure the Default within the Cure Period as described in this Paragraph, the Complaint shall be immediately reinstated and the Owners reserve all claims against Phoenix, NANO or any other individuals or entities. After Default and expiration of the Cure Period, the Owner or Owners, may begin collection efforts for the outstanding balance of the Notes in accordance with law and regulations. Forbearance by the Owner or Owners in reinstating the Complaint, seeking a consent judgment, or executing on the judgment shall not constitute a waiver by the Owners of any rights available to them in law or equity. Each payment made hereunder or pursuant to the Notes shall be applied to the Settlement Amount regardless of whether it comes from NANO, Phoenix or a combination of the two entities.   2       6. If after the date hereof, NANO or any of its subsidiaries (collectively, a “NANO Party”), receives investment funds exceeding $250,000 in the aggregate (“Investment Funds”), then in addition to the amounts paid or payable to the Owners under Paragraph 1 of this Agreement, NANO will pay to the Owners fifteen (15%) percent of the Investment Funds (such amount due referred to as the “Additional Payment Amount”), provided the Investment Funds were received or aggregated by NANO or any NANO Party in the form of cash consideration from the sale of its equity or its assets, license royalties, third party debt (other than loans from Nanobeak Inc. to NANO for operational purposes), equity cash financing, or any combination thereof, and regardless of whether Investment Funds were received as part of one or multiple transactions. The Additional Payment Amount shall be paid within five (5) days of receipt of Investment Funds by NANO or any NANO Party. Any Additional Payment Amount made hereunder shall reduce the Settlement Amount then due and owing hereunder and shall not be in addition to the Settlement Amount. 7. Provided NANO is not in default of the payment terms of this Agreement, subject to the Cure Period, the Owners agree that they will not file a complaint or bring any legal action against NANO or Phoenix. 8. Upon and subject to the completion of the receipt by Owners of the full Settlement Amount, (i) the Owners on behalf of themselves, their affiliates, attorneys, agents, spouses, officers, directors and associates (the “Owner Released Parties”) forever release and discharge NANO (its successors and permitted assigns), it subsidiaries and their respective officers, directors, associates, attorney, agents, spouses and affiliated parties (collectively, the “NANO Released Parties”) from all claims that the Owner Released Parties have or may have against the NANO Released Parties and (ii) NANO on behalf of itself and the NANO Released Parties forever releases and discharges the Owner Released Parties from all claims that the NANO Released Parties have or may have against the Owner Released Parties. 9. Upon and subject to the completion of the receipt by Owners of the full Settlement Amount, (i) the Owner Released Parties forever release and discharge Phoenix (its successors and permitted assigns), it subsidiaries and their respective officers, directors, associates, attorneys, agents, spouses and affiliated parties (collectively, the “Phoenix Released Parties”) from all claims that the Owner Released Parties have or may have against the Phoenix Released Parties, and (ii) Phoenix on behalf of itself and the Phoenix Released Parties forever releases and discharges the Owner Released Parties from all claims that the Phoenix Released Parties have or may have against the Owner Released Parties.   3       10. Upon and subject to the completion of the receipt by Owners of the full Settlement Amount, (i) the Phoenix Released Parties forever release and discharge the NANO Released Parties from all claims that the Phoenix Released Parties have or may have against the NANO Released Parties with respect to the Notes (not including the remaining amounts due under the Phoenix Notes), and (ii) Phoenix on behalf of itself and the Phoenix Released Parties forever releases and discharges the NANO Released Parties from all claims that the Phoenix Released Parties have or may have against the NANO Released Parties with respect to the amounts paid to the Owners by NANO pursuant to this Agreement. 11. This Agreement and the provisions set forth herein shall remain strictly confidential by the parties and shall not be disclosed to any third parties, other than such parties accountants and attorneys who need to know such information and such disclosure as required by applicable law; provided that a party shall be responsible for the breach by their representatives of this provision. 12. This Agreement and any claim or controversy thereunder shall be governed by the laws of the state of New Jersey. The undersigned agrees to submit to personal jurisdiction in the State of New Jersey in any action or proceeding arising out of this Agreement and, in furtherance of such agreement, the undersigned hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the undersigned in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New Jersey and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the undersigned by registered mail to or by personal service at the last known address of the undersigned, whether such address be within or without the jurisdiction of any such court. 13. This Agreement may not be amended without the consent of all parties and shall be binding on the parties and their successors and permitted assigns. 14. This Agreement constitutes the entire agreement among the undersigned parties with respect to the matters addressed herein or therein and supersede all prior discussions, negotiations and agreements, oral and written, with respect thereto; provided, however, that except as expressly set forth herein, this Agreement shall not modify any other agreements between or among the Owners and Phoenix, or Phoenix’s subsidiaries, affiliates, principals or employees, which shall remain in full force and effect subject to their terms. 15. This Agreement is effective on the date of signature of the last signature to this Agreement (“Effective Date of this Agreement”). Facsimile or scanned copies of signatures shall constitute acceptable, binding signatures for purposes of this Agreement. 16. All payments of the Settlement Amount hereunder shall be made directly to the Owners by NANO on behalf of Phoenix. If Phoenix makes any payments directly to the Owners prior to May 1, 2018, any such amounts shall be credited against the next payment due to be made by NANO to the Owners pursuant to Section 1 above. Additionally, all payments made to the Owners by NANO pursuant to the terms of this Agreement shall reduce the amounts due under the Notes on a dollar for dollar basis. 17. Prior to each payment being made hereunder, Owners shall inform Phoenix of which Notes the payment will be credited towards and in what dollar amounts, solely for purposes of Phoenix maintaining its books and records. Said information will be delivered to the attention of Randi Bobchin, to the email address: Randib1215@aol.com, with a copy to NANO’s counsel, Jody R. Samuels, Esq. at Jsamuels@jrsconsultingco.com. [Remainder of the page left intentionally blank]   4       If the foregoing correctly sets forth our agreement, please so indicate by signing in the space provided below.  ADAM 2, LLC DATED: __________ __________________________________ Name: Title: NAVESINK RIVER CAPITAL, LLC DATED: __________ __________________________________ Name: Title: NANO MOBILE HEALTHCARE, INC. f/k/a NANO mHEALTHCARE INC. DATED: __________ __________________________________ Name: Title:   PHOENIX WORLDWIDE HOLDINGS INC. DATED: __________ __________________________________ Name: Title:   5    
 
Share Exchange Agreement Between Nano Mobile Healthcare & Nanobeak (Reducing The O/S!!)
EXCHANGE AGREEMENT   This Exchange Agreement is dated and effective as of August 25, 2015 (this “Agreement”) and is entered into by and between Vantage mHealthcare, Inc., a Delaware corporation (the “Company”), on the one hand, and Nanobeak, LLC, a limited liability company organized under the laws of Delaware (the “Stockholder”), on the other hand.   WHEREAS, the Stockholder owns shares of the outstanding common stock of the Company, par value $0.001 (the “Common Stock”);   WHEREAS, the Stockholder desires to exchange 117,366,840 shares of Common Stock that it owns (the “Shares”) and all rights, title and interest therein or associated therewith in exchange for 23,473,368 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 (the “Preferred Stock”), in accordance with the terms of this Agreement (collectively, the “Exchange”); and   WHEREAS, the parties intend that this transaction shall constitute a tax-free transfer pursuant to Section 721 of the Internal Revenue Code of 1986, as amended.   NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto covenant and agree as follows:   1. EXCHANGE OF SECURITIES   1.1. Authorization of Preferred Stock. The Company has authorized the issuance of the Preferred Stock.   1.2. Exchange of Securities. The Stockholder hereby agrees to transfer, contribute, assign and deliver to the Company, free and clear of any and all liens, charges, pledges or other encumbrances of any kind or nature (“Encumbrances”), and, in exchange and as consideration therefor, the Company hereby issues and delivers to the Stockholder, the Preferred Stock on the terms and conditions set forth in this Agreement.   1.3. Further Assurances. At any time and from time to time after the date hereof, at the expense of the requesting party and without further consideration, each of the parties hereto will execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation as may be reasonably requested in order to more effectively transfer, convey and assign to such other party and to confirm such party’s title to the Preferred Stock.   2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY   The Company hereby represents and warrants, as of date hereof, to the Stockholder as follows (which representations and warranties shall survive the date hereof):   2.1. Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to transact business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business as currently conducted.   1      2.2. Corporate Power and Authority. The Company has all requisite legal and corporate power to execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Company.   2.3. Governmental Consents. Except for the filing of the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock of Vantage mHealthcare, Inc. with the Secretary of State of the State of Delaware, no other consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any United States or other governmental authority on the part of the Company is or will be required in connection with the consummation of the transactions contemplated hereby.   2.4. Non-Contravention. Neither the execution nor delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will violate, conflict with or result in any breach of the Certificate of Incorporation or Bylaws of the Company, or any judgment, decree, order, law, rule or regulation applicable to the Company.   3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STOCKHOLDER   The Stockholder hereby represents and warrants to and agrees with the Company as of date hereof (which representations and warranties shall survive the date hereof):   3.1. Title to Securities. The Stockholder owns beneficially and of record, free and clear of all Encumbrances, the Shares. There is no restriction affecting the ability of the Stockholder to transfer the legal and beneficial title and ownership of the Shares to the Company and, upon delivery thereof to the Company pursuant to the terms of this Agreement, the Company will acquire record and beneficial title to the Shares, free and clear of all Encumbrances.   3.2. Stockholder’s Authority to Execute and Perform Agreement. The Stockholder is a company duly formed, validly existing and in good standing under the laws of the State of Delaware and has full power, authority and all approvals required by law to enter into this Agreement and to perform its obligations hereunder. The Stockholder has duly executed and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The execution, delivery and performance of this Agreement by the Stockholder does not and will not result in any violation of or conflict with, or constitute a default under (i) any contract, agreement, document or instrument to which the Stockholder is party or by which the Stockholder or any of the Stockholder’s properties are bound, or (ii) any law, rule, regulation, judgment or order to which the Stockholder is subject.   3.3. Accredited Investor. The Stockholder is an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933, as amended (“Securities Act”).   2     3.4. Purchase for Investment; Residence. The Stockholder is acquiring the Preferred Stock for investment for its account and not with a view to the distribution or public offering thereof within the meaning of the Securities Act. The Stockholder understands that the Preferred Stock has not been registered under the Securities Act and may not be sold or transferred without such registration or an exemption therefrom. The Stockholder is sufficiently experienced in financial and business matters to be capable of evaluating the risk of investment in the Company and to make an informed decision relating thereto or has engaged and used an experienced investment advisor to assist the Stockholder to evaluate the risk of investment in the Company. The Stockholder has the financial capability for making the investment, can afford a complete loss of the investment, and the investment is a suitable one for the Stockholder. Prior to the execution and delivery of this Agreement, the Stockholder has had the opportunity to ask questions of and receive answers from representatives of the Company and the Company concerning the finances, operations, business and prospects of the Company.   4. REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES   4.1. Exemption from Registration. The Exchange and, assuming the representations and warranties set forth in this Section 4.1 are true and correct as of the date of conversion of the Preferred Stock, the conversion of the Preferred Stock into shares of Common Stock (the “Conversion”), is and will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to, inter alia, the provisions of Section 3(a)(9) thereof. The Company has complied with respect to the Exchange, and will comply, with respect to the Conversion, in all material respects with such provisions and, without limiting the generality thereof, has not paid, with respect to the Exchange, and will not pay, with respect to the Conversion, to any person, directly or indirectly, any commission or other remuneration for soliciting the Exchange or the Conversion. Neither the Company nor any of its affiliates, nor any person acting on its or their behalf: (i) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the Exchange or the Conversion; (ii) in the three months prior to the date of this Agreement, has, other than the transactions contemplated with respect to the Preferred Stock as set forth in this Agreement or the Conversion, directly or indirectly, made any offers or sales of any security or solicited any offers to buy or exchange any security, under any circumstances that would require registration of the Preferred Stock or the shares of Common Stock issuable upon Conversion thereof under the Securities Act; or (iii) has issued or will issue any shares of securities or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the Exchange or the Conversion for purposes of the Securities Act or of any applicable stockholder approval provisions, nor will the Company or any of its affiliates take any action or steps that would require registration of the Preferred Stock or shares of Common Stock issuable upon Conversion under the Securities Act. The covenants set forth in this Section 4.1 shall terminate at such time as all of the shares of Preferred Stock have been converted into shares of Common Stock.   5. MISCELLANEOUS   5.1. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by e-mail or facsimile transmission, (iii) sent by recognized overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.   3     If to the Company:   Address of Principal Executive Offices: 3 Columbus Circle, 15th Floor New York, NY 10019       Telephone Number: (917) 745-7202 Email: [_________________]   If to the Stockholder, at its as set forth on the signature page hereto.   5.2. Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.   5.3. Modifications, Amendments and Waivers. The terms and conditions of this Agreement may be modified, amended or waived only by written agreement executed by all parties hereto. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.   5.4. Assignment. Neither this Agreement, nor any right hereunder, may be assigned by any of the parties hereto without the prior written consent of the other parties.   5.5. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third party beneficiary of this Agreement.   5.6. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of Delaware, without giving effect to the conflict of law principles thereof.   5.7. Severability. In the event that any court of competent jurisdiction shall finally determine that any provision, or any portion thereof, contained in this Agreement shall be void or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court determines it enforceable and, as so limited, shall remain in full force and effect. In the event that such court shall determine any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.   4     5.8. Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify, or affect, or be considered in construing or interpreting the meaning or construction of any of the terms or provisions hereof.   5.9. Enforcement. Each of the parties hereto acknowledges and agrees that the rights acquired by each party hereunder are unique and that irreparable damage would occur in the event that any of the provisions of this Agreement to be performed by the other party were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedy to which the parties hereto are entitled at law or in equity, each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the other party and to enforce specifically the terms and provisions hereof in any federal or state court to which the parties have agreed hereunder to submit to jurisdiction.   5.10. Reliance. The parties hereto agree that, notwithstanding any right of any party to this Agreement to investigate the affairs of any other party to this Agreement, the party having such right to investigate shall have the right to rely fully upon the representations and warranties of the other party expressly contained in this Agreement and on the accuracy of any schedule or other document attached hereto or referred to herein or delivered by such other party or pursuant to this Agreement.   5.11. Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.   (Remainder of page intentionally left blank. Signature page(s) to follow.)   5     IN WITNESS WHEREOF, the parties have executed and delivered this Exchange Agreement as of the date first written above.     
VANTAGE mHEALTHCARE, INC.          By: /s/ Joseph C. Peters    Joseph C. Peters, President                
NANOBEAK LLC          By: /s/ Jeremy Barbera    Name: Jeremy Barbera       

 
Stock Warrant Purchase Agreement Between Nano Mobile Healthcare & Accent Healthcare Advisors, LLC (The Companies Largest Benefactor)
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN AN AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, REASONABLY ACCEPTABLE TO THE COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.     Right to Purchase 25,000,000 Shares of Common Stock, par value $.01 per share   STOCK PURCHASE WARRANT   THIS CERTIFIES THAT, for value received, Accent Healthcare Advisors, LLC, a California limited liability corporation, or its registered assigns, is entitled to purchase from Vantage Health Inc, a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 25,000,000 fully paid and non assessable shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), at an exercise price per share equal to $.049 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant, by and among the Company and the Entity listed on the execution page thereof. This Warrant is subject to the following terms, provisions, and conditions:   1. Manner of Exercise; Issuance of Certificates; Payment for Shares.   Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or, if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration is not available for the resale of the Warrant Shares, delivery to the Company of a written notice of an election to effect a “Cashless Exercise” (as defined in Section 10(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. In no event shall the Company be obligated to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.         Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without the written consent of the holder hereof and the Company.   2. Period of Exercise.   This Warrant is exercisable at any time or from time to time on or after the date herein and before 5:00 p.m., New York, New York time on the seventh (7th) anniversary of the date of issuance (the “Exercise Period”).   3. Certain Agreements of the Company.   The Company hereby covenants and agrees as follows:   (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and non assessable and free from all taxes, liens, and charges with respect to the issue thereof.   - 2 -     (b) Reservation of Shares. During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.   (c) Listing. The Company shall promptly secure the listing of the shares of Common Stock issuable upon exercise of the Warrant upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant; and the Company shall so list on each national securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of the same class shall be listed on such national securities exchange or automated quotation system.   (d) Certain Actions Prohibited. The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non assessable shares of Common Stock upon the exercise of this Warrant.   (e) Successors and Assigns. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition of all or substantially all the Company’s assets.   4. Adjustment of Exercise Price and Shares.   During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4.   In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.   (a) Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or other similar transaction) the shares of Common Stock acquirable hereunder into a greater number of shares, then, after the date of record for effecting such subdivision, the number of shares available for purchase and the corresponding Exercise Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or other similar transaction) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the number of shares available for purchase and the corresponding Exercise Price in effect immediately prior to such combination will be proportionately increased.   - 3 -     (b) Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive, at the Company’s option and in its sole discretion, either (a) upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place or (b) cash equal to the value of the Warrant as determined in accordance with the Black-Scholes option pricing formula. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.   (c) Distribution of Assets. In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.   (d) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the number of Warrant Shares to be issued will be rounded up to the nearest whole share.   (e) Other Notices. In case at any time:   (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;   - 4 -     (ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or   (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;   then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.   (f) Certain Definitions.   (i) “Common Stock Deemed Outstanding” shall mean the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.   (ii) “Market Price,” as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB or the “pink sheets” for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB or the “pink sheets” is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.   - 5 -     (iii) “Common Stock,” for purposes of this Paragraph 4, includes the Common Stock, par value $.01 per share, and any additional class of stock of the Company having no preference as to dividends or distributions on liquidation, provided that the shares purchasable pursuant to this Warrant shall include only shares of Common Stock, par value $.01 per share, in respect of which this Warrant is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or in the case of any reorganization, reclassification, consolidation, merger, or sale of the character referred to in Paragraph 4(e) hereof, the stock or other securities or property provided for in such Paragraph.   5. Issue Tax.   The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of this Warrant.   6. No Rights or Liabilities as a Shareholder.   This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.   7. Transfer, Exchange, and Replacement of Warrant.   (a) Restriction on Transfer. This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary.   (b) Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.   (c) Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.   - 6 -     (d) Cancellation; Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.   (e) Register. The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.   (f) Exercise or Transfer Without Registration. If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise, transfer, or exchange may be made without registration under said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an “accredited investor” shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant not with a view to the distribution thereof.   8. Notices.   All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company at 575 Madison Avenue, New York, NY 10022, Attention: Chief Executive Officer, or at such other address as shall have been furnished to the holder of this Warrant by notice from the Company. Any such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.   - 7 -     9. Governing Law.   THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.   10. Miscellaneous.   (a) Amendments. This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and the holder hereof.   (b) Descriptive Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof.   - 8 -     (c) Cashless Exercise. Notwithstanding anything to the contrary contained in this Warrant, if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act, this Warrant may be exercised by presentation and surrender of this Warrant to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Warrants with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock.   (d) Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Warrant, that the holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]   - 9 -     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.     VANTAGE HEALTH         By:       Jeremy Barbera     Chairman and Chief Executive Officer       Dated as of: December 31, 2013             FORM OF EXERCISE AGREEMENT   Dated: ___________   To: ______________________   The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant, and makes payment herewith in full there for at the price per share provided by such Warrant in cash or by certified or official bank check in the amount of, or, if the resale of such Common Stock by the undersigned is not currently registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, by surrender of securities issued by the Company (including a portion of the Warrant) having a market value (in the case of a portion of this Warrant, determined in accordance with Section 10(c) of the Warrant) equal to $_________. Please issue a certificate or certificates for such shares of Common Stock in the name of and pay any cash for any fractional share to:     Name:           Signature:     Address:                 Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.   and, if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash.         FORM OF ASSIGNMENT   FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth here in below, to:   Name of Assignee   Address   No of Shares   , and hereby irrevocably constitutes and appoints ___________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises.   Dated: ______________   In the presence of:      
Name:           Signature:     Title of Signing Officer or Agent (if any):               Address:                 Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.     

 
Space Foundation Report on Nano Mobile Healthcare & Nanobeak
http://spaceref.com/news/viewpr.html?pid=47087  
 
Information On Tech Pioneers Fund, L.P. (An investment fund founded by VNTH CEO and his Son)
https://www.sec.gov/Archives/edgar/data/1770240/000177024019000001/xslFormDX01/primary_doc.xml
https://www.cbinsights.com/investor/tech-pioneers-fund

 
VNTH
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Volume:
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PostSubject
#17289  Sticky Note You ever check out the companies Owler profile? DANNYBOY666 08/31/20 11:20:09 AM
#17199  Sticky Note He Jack got something huge for ya! Been beer$$money 08/22/20 05:22:13 PM
#17434   Mr. Jawbone, DANNYBOY666 09/19/20 03:09:24 PM
#17433   Here's the thing Mr. Gater they are going DANNYBOY666 09/19/20 02:59:43 PM
#17432   Jack just gave you my secret to unlimited DANNYBOY666 09/19/20 02:56:55 PM
#17431   Quiet you, don’t tell people how I mow DANNYBOY666 09/19/20 02:54:38 PM
#17430   “Wash trading” I believe .. JackAskSlap 09/19/20 08:25:19 AM
#17429   Is that some dumping today? gater 09/18/20 12:24:09 PM
#17428   Will we ever catch a break with this gater 09/18/20 08:26:00 AM
#17427   Hope you are not driving through CA to Jawbone 09/13/20 02:52:25 PM
#17426   I understand your bond theory very much as Jawbone 09/13/20 02:51:10 PM
#17425   Thanks, But driving from Phoenix so I'm banking on DANNYBOY666 09/13/20 01:59:31 PM
#17424   A lot of smoke in Washington so be Jawbone 09/13/20 01:25:11 PM
#17423   Something else to address, we both know that DANNYBOY666 09/13/20 01:01:10 PM
#17422   Hi, Can you please explain what connection if any DANNYBOY666 09/12/20 04:16:46 PM
#17421   Correct. and if I could see into the DANNYBOY666 09/12/20 04:13:43 PM
#17420   Swan has warrants that expire in 2021 from DANNYBOY666 09/12/20 11:23:35 AM
#17419   You saw that filing under Bioamber, Jawbone? Seems Sorhay86 09/12/20 11:14:54 AM
#17418   makes sense Jawbone 09/12/20 10:31:21 AM
#17417   There is some good news to all this DANNYBOY666 09/11/20 09:43:04 PM
#17416   Your logic is totally sound and makes sense Jawbone 09/11/20 06:21:52 PM
#17415   I did not know all that - so Jawbone 09/11/20 06:20:24 PM
#17414   I did not know all that - so Jawbone 09/11/20 06:20:23 PM
#17413   If your math is right then Nanobeak owns Jawbone 09/11/20 06:16:36 PM
#17412   The SEC will never approve that 14C because DANNYBOY666 09/11/20 04:52:26 PM
#17411   You and I both know that Rob is DANNYBOY666 09/11/20 04:39:40 PM
#17410   As this trading day draws to a close DANNYBOY666 09/11/20 03:59:20 PM
#17409   and this concludes the first VNTH disgruntled shareholders DANNYBOY666 09/11/20 03:46:00 PM
#17408   Plus all the typos in the 13-D's that DANNYBOY666 09/11/20 03:25:00 PM
#17407   I'd say Nanobeak holds much less than that. DANNYBOY666 09/11/20 03:15:17 PM
#17406   By former CEO do you mean Joe or DANNYBOY666 09/11/20 03:05:26 PM
#17405   CONFRENCE CALL IS LIVE. COME ONE COME ALL DANNYBOY666 09/11/20 03:00:42 PM
#17404   I understand your idea and your logic and Jawbone 09/11/20 01:59:59 PM
#17403   I understand your idea and your logic and Jawbone 09/11/20 01:59:58 PM
#17402   Hard to do any realistic VNTH math with beer$$money 09/11/20 01:58:41 PM
#17401   thank you so much Jawbone 09/11/20 01:34:44 PM
#17400   I read all of this post from what Jawbone 09/11/20 01:33:48 PM
#17399   Correct. But the company has debt and has DANNYBOY666 09/11/20 01:05:41 PM
#17398   Glad to hear it. May the grace of DANNYBOY666 09/11/20 12:58:31 PM
#17397   I cannot join your conference call and my Jawbone 09/11/20 12:56:57 PM
#17396   Well fortunately I did not die but have Jawbone 09/11/20 12:53:51 PM
#17395   Perhaps you would like to join our conference DANNYBOY666 09/11/20 12:44:48 PM
#17394   Welcome back jaw. I was beginning to think DANNYBOY666 09/11/20 12:23:19 PM
#17393   I am not sure why anyone thinks this Jawbone 09/11/20 11:23:16 AM
#17392   Perfect! I should be available to attend. Thanks DB JackAskSlap 09/10/20 07:37:12 PM
#17391   Yes. The call is set for 3pm EST. DANNYBOY666 09/10/20 07:33:42 PM
#17390   Call set for tomorrow? Let’s get Tommy on JackAskSlap 09/10/20 07:22:18 PM
#17389   Anyone notice the fact that the company owes DANNYBOY666 09/10/20 02:42:09 AM
#17388   Actually it has been well over a year DANNYBOY666 09/09/20 12:19:34 PM
#17387   It has been almost 5 months since JB gater 09/09/20 11:15:14 AM
#17386   Finally hit 3's I'm a happy lad now. DANNYBOY666 09/08/20 03:26:06 PM
#17385   Righto Jackie boy, we 2 musketeer's need to DANNYBOY666 09/08/20 02:06:13 PM
PostSubject
Consent Preferences