EXCHANGE
AGREEMENT


 


Exchange
Agreement, dated as of July 23, 2018, by and between Rennova Health, Inc., a Delaware corporation (“Rennova”), and
Alcimede LLC, a Delaware limited liability company (“Alcimede”). 


 


WHEREAS,
on February 5, 2015, Alcimede loaned $3,000,000 to Medytox Solutions, Inc., now a wholly-owned subsidiary of Rennova, and Alcimede
was issued a promissory note (the “Alcimede Note”);


 


WHEREAS,
on June 29, 2015, Alcimede exercised options granted in October 2012 to purchase 1,000,000 shares of Medytox common stock at an
exercise price of $2.50 per share and the amount outstanding on the Alcimede Note was reduced in satisfaction of the aggregate
exercise price of $2,500,000;


 


WHEREAS,
the current principal amount outstanding on the Alcimede Note is $168,500 and an additional amount of accrued interest is also
outstanding;


 


WHEREAS,
pursuant to a Consulting Agreement (the “Consulting Agreement”) between Rennova and Alcimede, Rennova owes additional
amounts to Alcimede; and


 


WHEREAS,
Alcimede desires to exchange the Alcimede Note (including the accrued interest thereon) and an amount owed under the Consulting
Agreement (such amount, the “Consulting Debt”) (the amount outstanding under the Alcimede Note and the Consulting
Debt totaling, in the aggregate, $250,000) for 250,000 shares of the newly-authorized Series J Convertible Preferred Stock of
Rennova (the “Shares”).


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1.
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the parties hereto
shall exchange the Alcimede Note and the Consulting Debt for the Shares. The exchange shall take place at such date and time as
the parties may agree (the “Closing Date”). Upon the exchange, all of the obligations under the Alcimede Note and
the obligations to pay the Consulting Debt shall be extinguished.


 


2.
Representations and Warranties of Rennova. Rennova hereby represents and warrants to Alcimede that:


 


(a)
Rennova is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)
All corporate action on the part of Rennova necessary for the authorization, execution and delivery of this Agreement, and the
performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement is validly authorized,
executed and delivered by Rennova and constitutes the legal, valid and binding obligation of Rennova enforceable against it in
accordance with its terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 




    	 



     


    

 





3.
Representations and Warranties of Alcimede. Alcimede hereby represents and warrants to Rennova that:


 


(a)
Alcimede is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)
All company action on the part of Alcimede necessary for the authorization, execution and delivery of this Agreement, and the
performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement is validly authorized,
executed and delivered by Alcimede and constitutes the legal, valid and binding obligation of Alcimede, enforceable against Alcimede
in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 


(c)
Alcimede is acquiring the Shares, and the shares into which they are convertible, for its own account only and not with view towards,
or for sale in connection with, the public sale or distribution thereof.


 


(d)
Alcimede is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the
Securities Act.


 


(e)
Alcimede understands that the Shares and the shares into which they are convertible are being offered and issued to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that Rennova
is relying in part upon the truth and accuracy of, and Alcimede’s compliance with, the representations, warranties, acknowledgements,
and understandings of Alcimede set forth herein in order to determine the availability of such exemptions and the eligibility
of Alcimede to acquire the Shares and the shares into which they are convertible.


 




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(f)
Alcimede and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
Rennova and materials relating to the offer and issuance of the Shares and the shares into which they are convertible which have
been requested by Alcimede. Alcimede has had the opportunity to review Rennova’s filings with the Securities and Exchange
Commission. Alcimede and its advisors, if any, have been afforded the opportunity to ask questions of Rennova. Neither such inquiries
nor any other due diligence investigations conducted by Alcimede or its advisors, if any, or its representatives shall modify,
amend or affect Alcimede’s right to rely on Rennova’s representations and warranties contained herein. Alcimede understands
that its investment in the Shares and the shares into which they are convertible involves a high degree of risk. Alcimede has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to its acquisition of the Shares and the shares into which they are convertible. Alcimede is relying solely on its own accounting,
legal and tax advisors, and not on any statements of Rennova or any of its agents or representatives, for such accounting, legal
and tax advice with respect to its acquisition of the Shares and the shares into which they are convertible and the transactions
contemplated by this Agreement.


 


(g)
Alcimede understands that no United States, federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Shares or the shares into which they are convertible or the fairness or suitability
of the investment in the Shares or the shares into which they are convertible nor have such authorities passed upon or endorsed
the merits of the offering of the Shares or the shares into which they are convertible.


 


(Signatures
on next page)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	RENNOVA
    HEALTH, INC.
	 	 	 
	 	By:	/s/ Sebastien
    Sainsbury
	 	Name:	Sebastien
    Sainsbury
	 	Title:	Secretary
	 	 	 
	 	ALCIMEDE
    LLC
	 	 	 
	 	By:
    	/s/
    Seamus Lagan
	 	Name:	Seamus
    Lagan
	 	Title:	Sole
    Manager


 




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