Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2015

VANTAGE mHEALTHCARE, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-55155

93-0659770

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Columbus Circle, 15th Floor

New York, NY 10019

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (917) 745-7202

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On August 25, 2015, Vantage mHealthcare, Inc.(the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with its majority shareholder, Nanobeak, LLC (“Nanobeak”), pursuant to which Nanobeak exchanged 117,366,840 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), in exchange for 23,473,368 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001(the “Series A Convertible Preferred”). The Exchange Agreement contained certain customary representations and warranties of the Company, including due organization and qualification, requisite corporate power and authority, governmental consents and non-contravention and certain representations and warranties of Nanobeak, including title to the Common Stock, authority to execute and perform, accredited investor status and purchase for investment.

The 117,366,840 shares of the Company’s common stock have been returned to Treasury.

The description above is only a summary of the material terms of the Exchange Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by the Exchange Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above are hereby incorporated by reference into this Item 3.02.

Item 3.03 Material Modifications to Rights of Securities Holders.

On August 24, 2015, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (the “Certificate of Designation”). The disclosures set forth in Item 5.03 of this Current Report on Form 8-K in relation thereto is hereby incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 24, 2015 the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation.

Under the terms of the Certificate of Designation, 24,000,000 shares of the Company’s preferred stock will be designated as Series A Convertible Preferred. Each share of the Series A Convertible Preferred shall be convertible into five (5) shares of Common Stockwithout the payment of additional consideration by the holder thereof, subject to certain terms, conditions and adjustments as described in the Certificate of Designation. The holders of Series A Convertible Preferred shall be entitled to receive any dividends before the holders of the Common Stock, in an amount at least equal to the product of (x) the dividend payable on each share of Common Stock and (y) the number of shares of Common Stock issuable upon conversion of a share of Series A Convertible Preferred, in each case calculated on the record date for determination of holders entitled to receive such dividend. Each holder of outstanding Series A Convertible Preferred shall be entitled to vote with the holders of the Common Stock, as a single class, on all matters presented to the holders of Common Stock an as-converted basis calculated as of the record date for such vote.

Each holder of Series A Convertible Preferred shall have the right, at such holder’s option at any time starting on August 24, 2015 to convert each share of Series A Convertible Preferred into five (5) shares of fully paid and non-assessable shares of Common Stock (the “Series A Conversion Ratio”). The initial Series A Conversion Ratio shall be subject to adjustment for stock splits, business combinations and certain dividends and distributions as described more fully therein.

Additionally, at any time when shares of Series A Convertible Preferred are outstanding, the Company shall not, without the written consent or affirmative vote of the holders of the majority of the then outstanding shares of Series A Convertible Preferred, voting as a separate class, (i) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Company in a manner that adversely affects the powers, preferences or rights of the holders of Series A Convertible Preferred; (ii) reclassify, alter or amend any existing security of the Company that is pari passu with the Series A Convertible Preferred in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, if such reclassification, alteration or amendment would render such other security senior to the Series A Convertible Preferred in respect of any such right, preference or privilege; or (iii) reclassify, alter or amend any existing security of the Company that is junior to the Series A Convertible Preferred in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Convertible Preferred in respect of any such right, preference or privilege.

The description above is a summary and qualified in its entirety by the Certificate of Designations filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

3.1		Certificate of Designations of Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock, dated August 18, 2015.

10.1		Exchange Agreement, dated August 25, 2015, between the Company and Nanobeak, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VANTAGE mHEALTHCARE, INC.

	By:	/s/ Joseph C. Peters
	Name:	Joseph C. Peters
	Title:	Chief Executive Officer

Date: August 25, 2015

CERTIFICATE OF DESIGNATION

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

SERIES A CONVERTIBLE PREFERRED STOCK

VANTAGE mHEALTHCARE, INC.

The undersigned officer of Vantage mHealthcare, Inc., a corporation organized and existing under the General Corporation Law of Delaware (the “Company”), does hereby certify:

That, pursuant to the authority conferred upon the Board of Directors of the Company by its Certificate of Incorporation, and pursuant to the provisions of Section 151 of the General Corporation Law of Delaware (the “DGCL”), the Board of Directors, by unanimous written consent, duly adopted the following recitals and resolution, which resolution remains in full force and effect on the date hereof:

WHEREAS, the Certificate of Incorporation of the Company provides for a class of stock designated “Preferred Stock;”

WHEREAS, the Certificate of Incorporation of the Company provides that such Preferred Stock may be issued from time to time in one or more series and authorizes the Board of Directors of the Company to fix and determine or alter the powers, designations, preferences and relative, participating, optional and other rights, if any, or the qualifications, limitations or restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares constituting any such series and the designation thereof; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix and determine the powers, designations, preferences and relative, participating, optional and other rights, if any, or the qualifications, limitations or restrictions thereof and other matters relating to a Series A Convertible Preferred Stock, par value 0.001 (the “Series A Convertible Preferred Stock”).

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for a series of Preferred Stock of the Company consisting of TWENTY FOUR MILLION (24,000,000) shares designated as “Series A Convertible Preferred Stock” and does hereby fix and determine the powers, designations, preferences and relative, participating, optional and other rights, if any, or the qualifications, limitations or restrictions thereof and other matters relating to the Series A Convertible Preferred Stock as follows:

1. Dividends. The Company shall not declare, pay or set aside any dividends on shares of Common Stock, par value $0.001 (the “Common Stock”), of the Company unless the holders of the Series A Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to that dividend per share of Series A Preferred Stock, whether in cash or shares of capital stock of the Company, as would equal the product of (x) the dividend payable on each share of Common Stock and (y) the number of shares of Common Stock, issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.

2. Voting Rights.

2.1 General. Each holder of outstanding shares of the Series A Convertible Preferred Stock shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company for their action or consideration (whether at a meeting of stockholders of the Company, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, each share of the Series A Convertible Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Stock is convertible pursuant to Section 3.1, as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. Each holder of outstanding shares of the Series A Convertible Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Company’s bylaws.

2.2 Series A Protective Provisions. At any time when shares of Series A Convertible Preferred Stock are outstanding, the Company shall not, either directly or indirectly, by amendment, merger, consolidation or otherwise, do any of the following (in addition to any other vote required by law or the Certificate of Incorporation) without the written consent or affirmative vote of the holders of the majority of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

2.2.1. amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Company in a manner that adversely affects the powers, preferences or rights of the holders of Series A Convertible Preferred Stock; or

2.2.2. (i) reclassify, alter or amend any existing security of the Company that is pari passu with the Series A Convertible Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, if such reclassification, alteration or amendment would render such other security senior to the Series A Convertible Preferred Stock in respect of any such right, preference or privilege, or (ii) reclassify, alter or amend any existing security of the Company that is junior to the Series A Convertible Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Convertible Preferred Stock in respect of any such right, preference or privilege.

3. Conversions. The holders of shares of Series A Convertible Preferred Stock shall have the following conversion rights and obligations:

3.1 Right to Convert. Subject to the terms and conditions of this Section, the holder of any share or shares of Series A Convertible Preferred Stock shall have the right, at the holder’s option, at any time starting on August 24, 2015 (the “Optional Conversion Date”), to convert each such share of Series A Convertible Preferred Stock, without the payment of additional consideration by the holder thereof, into FIVE (5) shares of fully paid and non-assessable shares of Common Stock (such ratio, the “Series A Conversion Ratio”). Such initial Series A Conversion Ratio shall be subject to adjustment as provided below.

3.2 Such rights of conversion shall be exercised by the holder of Series A Convertible Preferred Stock by giving written notice that the holder elects to convert a stated number of shares of Series A Convertible Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares to be converted, to the extent certificated (or, if such certificate or certificates have been lost, stolen or mutilated, an executed affidavit of loss with respect thereto), to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of the Series A Convertible Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.

3.3 Issuance of Certificates; Time Conversion Effected. Promptly, and in any event, within five (5) business days, after the receipt of the written notice referred to in Section 3.1 and the surrender of the certificate or certificates for the share or shares of Series A Convertible Preferred Stock to be converted, to the extent certificated (or, if applicable, an affidavit of loss), the Company shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Series A Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Price shall be determined as of the close of business on the date on which such written notice shall have been received by the Company and the certificate or certificates for such share or shares shall have been surrendered (or affidavit of loss has been received by the Company, if applicable) as aforesaid, and, at such time, the rights of the holder of such share or shares of Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

3.4 Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date the Series A Convertible Preferred Stock is issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Series A Conversion Ratio in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Series A Original Issue Date combine the outstanding shares of Common Stock, the Series A Conversion Ratio in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

3.5 Adjustment for Certain Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Series A Conversion Ratio in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Ratio then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Ratio shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Conversion Ratio shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Convertible Preferred Stock had been converted into Common Stock on the date of such event.

3.6 Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of Series A Convertible Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Series A Convertible Preferred Stock had been converted into Common Stock on the date of such event.

3.7 Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 3.3, 3.4 or 3.5), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of Series A Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions in this Section 3 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 3 (including provisions with respect to changes in and other adjustments of the Series A Conversion Ratio) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock.

3.8 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Ratio pursuant to this Section 3, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Convertible Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series A Convertible Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of any holder of Series A Convertible Preferred Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Series A Conversion Ratio then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Series A Preferred Stock.

3.9 Notice of Record Date. In the event:

(a) the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Series A Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will send or cause to be sent to the holders of the Series A Convertible Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series A Convertible Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

3.10 Stock to be Reserved. The Company will, at all times commencing as of the Optional Conversion Date, reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series A Convertible Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all then outstanding shares of Series A Convertible Preferred Stock. The Company covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof.

3.11 Issue Tax.The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax 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 that of the holder of the Series A Convertible Preferred Stock which is being converted.

4. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales. Except as provided in Section 1, the Series A Convertible Preferred Stock shall have no preferential rights with respect to the Common Stock.

5. Waiver. Any of the rights, powers, preferences and other terms of the Series A Convertible Preferred Stock set forth herein may be waived on behalf of all holders of Series A Convertible Preferred Stock by the affirmative written consent or vote of the holders of all of the shares of Series A Convertible Preferred Stock then outstanding.

6. Notices. Any notice required or permitted by the provisions of this Certificate of Designation to be given to a holder of Series A Convertible Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Company, or given by electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission.

* * *

IN WITNESS WHEREOF, Vantage mHealthcare, Inc. has caused this Certificate of Designation to be executed by its duly authorized officer this 18th day of August, 2015.

	VANTAGE mHEALTHCARE, INC.

	By:	/s/ Joseph C. Peters
		Joseph C. Peters, President

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 117,366,840shares 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.

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”).

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.

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.

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.)

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
	Title:	President

Signature page to Exchange Agreement