Binding Letter of Intent with June 2017 Investor and August 2017 Investor, dated August 25, 2017

The Group may exchange, at their discretion, the Senior Secured Convertible Notes (the “June 2017 Notes”) investment it made into Avant in June and August 2017 for a preferred share structure (Series A Preferred Shares, or “Series A”). Upon the investment of $750,000 by the Group, in whole or in part, the Series A is convertible into common shares that would result in the ownership of 49.99% of the then outstanding common shares of Avant by the holders of the Series A.

The June 2017 Notes shall be amended to include an alternative conversion feature that describes the ability of the Group to exchange their Senior Secured Notes, Purchase Rights and Warrants into Preferred Shares at any time.

$750,000.00 of the June 2017 Notes by the Group (or other permitted third parties) would exchange into Series A that is convertible into the equivalent of 49.99% of the outstanding common share structure of Avant (the “Common”) at the time of conversion (the “Beneficial Ownership Limitation”). The Common shall include issued preferred securities, and other securities that are not redeemable by the Company, but shall not include convertible debt or other securities that the Company may repurchase or redeem, so that the Beneficial Ownership Limitation is not breached and no change of control occurs. In the event outstanding convertible notes are converted common shares, those common shares would be added to the calculation of the Common.

Any investment by the Group, including the $400,000 that is already invested, total less than $750,000.00 would receive a pro-rata amount of Series A (the “Ownership Rate”).

As of the date of this term sheet, Infusion has invested $325,000.00 into the June 2017 Notes, and Xpress has invested $75,000.00 into the June 2017 Notes. 

$325,000.00 Senior Secured Notes

43,333,333 Purchase Rights

10,833,333 Warrants 

$75,000 Senior Secured Promissory Notes

10,000,000 Purchase Rights

2,500,000 Warrants

Avant Preferred Share Issuance

2.    As of August 23, 2017 the Ownership Ratio is 53.33% as $400,000 of the $750,000 has been invested.

3.    Any future investments into the June 2017 Notes and conversion into the Series A will result in the issuance of the Series A shares at the Ownership Ratio.

4.    Any conversion by Infusion of its Series A will reduce the Ownership Ratio by the percentage of Series A converted.

5.    Any future issuance of common shares, or in derivatives that convert into common that are a part of the Common, will still be subject to the Ownership Ratio.

Use of Proceeds

1.       Get the company current

2.       Move the lab from Maryland to Dallas

3.       Setup up lab to produce revenue

4.       General corporate purposes

As long as Infusion owns enough Preferred Shares that would result in Infusion’s right to convert into 10% ownership of Avant’s common shares, it shall have the right to place six directors on the Board of Directors of Avant, including the right to replace any vacancies of those directors.

As long as Xpress owns enough Preferred Shares that would result in Xpress’ right to convert into 10% ownership of Avant’s common shares, it shall have the right to place two directors on the Board of Directors of Avant, including the right to replace any vacancies of those directors.

The Board shall not be increased beyond 9 members without the prior written consent of the Holder of the majority of the Preferred Shares.

The Preferred Shares shall contain a right of first refusal which shall allow the Group, or either member of the Group to invest into Avant under the same terms of any bona fide investment offer made to Avant, up to the maximum amount of their investment.   In the event that the Group declines to exercise its Right of First Refusal, the Group may exercise its Most-Favored Nation rights described below.   

As long as the Group owns the Preferred Shares, if Avant engages in any future financing transactions with a third-party investor, Avant will provide the Group with written notice (the “MFN Notice”) thereof promptly but in no event less than 10 days prior to closing any financing transactions. Included with the MFN Notice shall be a copy of all documentation relating to such financing transaction and shall include, upon written request of the Group, any additional information related to such subsequent investment as may be reasonably requested by the Group. In the event the Group determines that the terms of the subsequent investment are preferable to the terms of the Preferred Shares issued to the Group, the Group will notify Avant in writing. Promptly after receipt of such written notice from the Group, Avant agrees to amend or replace the Preferred Shares, and, to be identical to the instruments evidencing the subsequent investment.

The Group may exercise its Most Favored Nation clause in relation to either or both of its 2017 Notes or Preferred Shares, in all or in part. Should the Group exercise its Most Favored Nation clause, the Group’s investment that is being converted pursuant to the Most Favored Nation clause with Avant will be multiplied by two.

The securities to be issued hereby will be “restricted securities” and be subject to restrictions on transfer, including restrictions imposed by state and federal securities laws.

Avant shall include on the next registration statement Avant files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of any or all Preferred Shares that the Group, in its sole discretion, may direct Avant to include, and any restricted common shares granted that the Group then owns. 

The Group shall maintain its senior position on the secured intellectual property by virtue of the June 2017 Notes; The Event of Default under the Security and Pledge Agreement will be amended to include “failure to achieve an increase in authorized common shares underlying the Series A prior to December 31, 2017”.

The Group shall vote to approve an increase in authorized common shares. 

June 2017 Notes will be amended to include a requirement that Avant provide seven days written notice of prepayment.

The June 2017 Notes will also be amended to permit its holder the option whether to accept any payments of principal, whether prepayment or not, or deny and affirmatively delay payment of any amounts due.