Exhibit 10.6


 


EXCHANGE
AGREEMENT


 


This
EXCHANGE AGREEMENT (this “Agreement”) is made effective as of May 25, 2018 (the “Execution Date”)
by and among Avant Diagnostics, Inc., a Nevada corporation (the “Company”) and Black Mountain Equity Partners,
LLC (the “Investor”).


 


RECITALS


 


WHEREAS,
the Company and the Investor entered into a convertible promissory note, dated November 11, 2016 in the aggregate principal amount
of $25,000 (the “Existing Note”);


 


WHEREAS,
the Company acknowledges that the Existing Note is currently in default (collectively, the “Default”);


 


WHEREAS,
as of March 31, 2018, the aggregate principal amount which is due and payable on the Existing Note is $25,000 (the “Owed
Amount”);


 


WHEREAS,
the Company desires, and the Investor agrees, that the Investor exchange (the “Exchange”) the Existing Note
for a new promissory note (the “New Note”), in the form attached hereto as Exhibit A. The New Note shall
have a principal balance equal to $20,000 (which amount is the Owed Amount less the amounts payable at Closing in accordance with
Section 1.4 hereto), a maturity date of 12 months from the date of this Agreement, accrue interest at a rate of twelve (12%) per
annum and other terms as provided in this Agreement and the New Note.


 


WHEREAS, the New Note
is intended to qualify as an exempted security under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”).


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:


 


ARTICLE
I


THE
EXCHANGE


 


1.1 Waiver
of Existing Defaults. Subject to the terms hereof, Investor hereby irrevocably waives the defaults and breaches that have
resulted from the Default on or prior to the Execution Date as well as any penalties, interest or other amounts that may have
accrued under the Existing Notes on or prior to the Execution Date. In addition, the Investor is aware that the Company is currently
restructuring its outstanding obligations and it hereby waives any change of control or other rights it may have under the Purchase
Agreement and/or the Existing Note as a result of any transaction that has occurred on or prior to the date of this Agreement.
This waiver does not include any default or breach occurring after the Execution Date should the Closing not occur.


 


1.2 Closing.
Subject to the terms and conditions set forth in this Agreement, the Company and the Investor shall exchange the Existing Note
in consideration for the issuance of the New Note. The closing of the Exchange and issuance of the New Note (the “Closing”)
shall take place at the offices of the Company, on the date hereof or such other date as the parties shall agree (the “Closing
Date”).


 


1.3 Exchange.


 


(a)
Investor Obligations. At the Closing, the Investor shall deliver or promptly cause to be delivered to the Company (i) the
Existing Note, and (ii) an executed copy of this Agreement.


 


(b)
Company Obligations. At the Closing, the Company shall deliver or promptly cause to be delivered to the Investor (i) the
New Note and (ii) an executed copy of this Agreement.


 


(c)
Existing Note. Effective as of the Closing Date, the Existing Note shall be deemed automatically canceled and of no further
force or effect and shall thereafter represent only the right to receive the New Note.


 






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1.4 Payment
after Closing. The Company hereby acknowledges and agrees that it will make a payment of $5,000 to Investor on or prior to
the Closing Date, which amount will be applied against the principal amount owed under the New Note.


 


ARTICLE
II


REPRESENTATIONS
AND WARRANTIES


 


2.1
Investor Representations and Warranties . The Investor hereby represents and warrants to the Company as follows on the
Execution Date and the Closing Date:


 


(a)
Organization; Authority. The Investor, if not a natural person, is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization. The Investor has the requisite power and authority to enter into
and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. This Agreement
has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute
the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms.


 


(b)
Ownership of the Existing Note. The Investor is the sole owner of the Existing Note, free and clear of any and all liens,
claims and encumbrances of any kind. The Investor has not assigned any rights in the Existing Note to any party.


  


(c)
Investment Intent. The Investor is acquiring the New Note as principal for its own account for investment purposes only
and not with a view to or for distributing or reselling such New Note or any part thereof, except pursuant to sales that are exempt
from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Investor does not
have any agreement or understanding, directly or indirectly, with any person or entity to distribute the New Note. Notwithstanding
anything in this Section 2.1(c) to the contrary, by making the representations herein, the Investor does not agree to hold
the New Note for any minimum or other specific term and reserves the right to dispose of the New Note at any time in accordance
with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act.


 


(d)
Investor Status. At the time the Investor was offered the New Note, it was, at the date hereof it is, and on the date it
converts the New Note, it will be, an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities
Act. The Investor is not a broker-dealer.


 


(e)
General Solicitation. The Investor is not acquiring the New Note as a result of or subsequent to any advertisement, article,
notice or other communication regarding the New Note published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or general advertisement.


 


(f)
Reliance. The Investor understands and acknowledges that (i) the New Note is being offered and sold to it without
registration under the Securities Act in a transaction that is exempt from the registration provisions of the Securities Act,
and (ii) the availability of such exemption depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing representations, and the Investor hereby consents to such reliance.


 


(g)
Brokers and Finders. The Investor has no knowledge of any person who will be entitled to or make a claim for payment of
any finder fee or other compensation as a result of the consummation of the transactions contemplated by this Agreement.


 


(h) Experience.
Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the New Note, and has so evaluated the merits and risks of such investment.
Investor is able to bear the economic risk of an investment in the New Note and, at the present time, is able to afford a complete
loss of such investment..


 






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(i) Access
to Information. Such Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits
and schedules thereto) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of the Company concerning the terms and conditions of the New Note; (ii) access to information about
the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can
acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.


 


(j) Acknowledgement
Regarding Delinquency in Company Reporting Requirements with the SEC. Investor understands that the Company is not current
in its reporting obligations with the SEC and that the Company was previously was a “shell company” as defined in
Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i), securities issued by a current or former shell company that otherwise
meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year
after the Company (a) is no longer a shell company; and (b) has filed current “Form 10 information“ (as defined in
Rule 144(i)) with the SEC reflecting that it is no longer a shell company, and provided that at the time of a proposed sale pursuant
to Rule 144, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all
reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports.


 


2.2
Company Representations and Warranties. The Company hereby makes the following representations and warranties to each Investor
on the Execution Date and on the Closing Date:


 


(a)
Organization and Qualification. The Company is a corporation incorporated, validly existing and in good standing under
the laws of the State of Nevada, with the requisite corporate power and authority to own and use its properties and assets and
to carry on its business as currently conducted. The Company is duly qualified as a foreign corporation to do business and is
in good standing in every jurisdiction where the nature of the business it conducts makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of the New Note, or this Agreement, (ii) a material
adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company,
or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
under the New Note, or this Agreement (any of (i), (ii) or (iii), a “ Material Adverse Effect”).


 


(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and to issue the New Note and otherwise to carry out its obligations hereunder
and thereunder. The execution, delivery and performance of this Agreement and any other agreements and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by the Company’s Board of Directors, and no further
consent or authorization of the Company, its Board of Directors (including any committee thereof) or any class of the Company’s
stockholders is required. This Agreement and the New Note have been duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligations of the Company enforceable against the Company, in accordance
with their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


  


(c)
Intentionally Omitted.


 


(d)
No Conflicts. The execution, delivery and performance of this Agreement, and the New Note and the consummation by the Company
of the transactions contemplated hereby and thereby, will not, (i) result in a violation of the articles of incorporation of the
Company, as amended (the “Certificate of Incorporation”) or the bylaws of the Company (the “Bylaws”)
or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and rules or regulations of any self-regulatory organizations to which either the Company or its
securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected. The Company
is not in violation of its Certificate of Incorporation, Bylaws or other organizational documents.


 






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(e)
Absence of Certain Changes. The Company has not taken any steps, and does not currently expect to take any steps, to seek
protection pursuant to any bankruptcy or receivership law nor does the Company have any knowledge or reason to believe that its
creditors intend to initiate involuntary bankruptcy proceedings with respect to the Company.


 


(f)
Certain Fees. No fees or commissions will be payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement.


 


ARTICLE
III


OTHER
COVENANTS


 


3.1
Securities Laws. The Investor acknowledges that the New Note has not been registered under the Securities Act and may only
be disposed of pursuant to an available exemption from or in a transaction not subject to the registration requirements of the
Securities Act.


 


3.2
Restrictive Legend. The Investor agrees to the imprinting of the following legend on the New Note:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


ARTICLE
IV


MISCELLANEOUS


 


4.1
Fees and Expenses. Except as set forth in this Section 4.1, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all stamp and other taxes and duties levied in connection
with the issuance of the New Note.


 


4.2
Entire Agreement; Amendments. This Agreement together with the exhibits and schedules hereto, dated as of the Execution
Date, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 






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4.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email at the email address specified in this Section prior to 6:00 p.m.
(Eastern time) on a business day, against electronic confirmation thereof, (ii) the business day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email at the email address specified in
this Agreement later than 6:00 p.m. (Eastern time) on any date, against electronic confirmation thereof, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications shall be as follows:


 





	 	If
    to the Company: 	Avant
    Diagnostics, Inc.
	 	 	1050
    30th Street NW Suite 107
	 	 	Washington,
    DC 20007
	 	 	Attention:
    Scott VanderMeer, Interim CFO
	 	 	Email:
    scott@avantdiagnostics.com
	 	 	 
	 	With
copies to (which shall	 
	 	not
constitute notice):	Sheppard,
    Mullin, Richter & Hampton LLP
	 	 	30
    Rockefeller Plaza, 39th Floor
	 	 	New
    York, NY 10112
	 	 	Facsimile
    No.: (917) 438-6137
	 	 	Email:
    scohen@sheppardmullin.com
	 	 	Attn:
    Stephen A. Cohen




 


	If
    to the Investors: 	At
    the address of the Investor set forth on the signature page to this Agreement.


 


or
such other address as may be designated in writing hereafter, in the same manner, by such person or entity.


 


4.4
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in
the case of an amendment, by the Company and by the Investor. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter.


  


4.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


4.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Investor may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Company.


 


4.7
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.


 


4.8 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of
Nevada, without regard to the principles of conflicts of law thereof. The Company and the Investor irrevocably consent to the
jurisdiction of the United States federal courts and state courts located in the State of Nevada in any suit or
proceeding based on or arising under this Agreement and irrevocably agree that all claims in respect of such suit or
proceeding may be determined in such courts.


 


4.9
Survival. The representations and warranties contained herein shall survive the closing of the transactions contemplated
by this Agreement. The agreements and covenants contained herein shall survive the Closing and the delivery of the New Note until
the expiration of the applicable statute of limitations (if any) therefor..


 


4.10 Execution.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or a scanned copy via electronic mail, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such
facsimile or scanned signature page were an original thereof.


 


4.11 Severability.
In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.


 


4.12
Further Assurances. The parties hereto agree that each shall execute and deliver any and all further agreements, instruments,
certificates and other documents, and shall take any and all action, as any of the parties hereto may reasonably deem
necessary or desirable in order to carry out the intent of the parties to this Agreement.


 






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4.13 Attorneys’
Fees. If either party shall commence an action or proceeding to enforce any provisions relating to the obligations to
close the transactions contemplated by this Agreement prior to the Closing, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.


 


4.14 Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Agreement
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendments hereto.


 


[signature
page follows]





 






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IN
WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	COMPANY:
	 	 	 
	 	AVANT DIAGNOSTICS, INC.
	 	 	 
	 	By:	/s/ Scott
    VanderMeer
	 	Name:	Scott VanderMeer
	 	Title:	Interim Chief Financial Officer




 


[additional
signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Company
Signature Page to Exchange Agreement]








 






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INVESTOR:


 


BLACKMOUNTAIN
EQUITY PARTNERS LLC


 


	By:	/s/
    Rick Randall	 
	Name:	Rick
    Randall	 
	Title:	CEO	 


 


Email
Address of Authorized Signatory: ____________________________


 


Facsimile
Number of Authorized Signatory: ________________________


 


Address
for Notice to Investor:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Investor
Signature Page to Exchange Agreement]


 






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Exhibit
A


 


[Form
of New Note]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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