Exhibit 10.142


 


 


 


 





March
20, 2017


 


Seamus Lagan, CEO


Rennova Health, Inc.


400 South Australian Ave


Suite
800


West Palm Beach FL 33401


 


RE:        Investment Banking
Services


 


Dear Mr. Seamus Lagan:


 


This
agreement by and between TCA Global Credit Master Fund, LP (“TCA”) and Rennova
Health, Inc. (hereinafter collectively known as the “Company”) is dated March
20, 2017 and encompasses the following advisory services to be provided by TCA to the Company (the “Agreement”).


 


		1.	Services Provided:



 


A
range of services which may, or may not, include (1) identifying, evaluating and advising in relation to the Company's current
structural (including business model), financial, operational, managerial, strategic, restructuring, workouts, reorganizations
and other distressed situation advisory work (2) preparing and coordinating with the Company and others in the development of
business plans and financial models, (3) identifying potential merger, acquisition, divestiture, consolidation or other combination
("M&A Transaction") opportunities and negotiating, structuring and advising in connection with potential M&A
Transactions, (4) advising and assisting the Company in connection with the preparation of any registration statements, periodic
or other SEC reports or proxies, and (5) coordinating with, and advising in connection with, the activities of outside professionals,
including without limitation attorneys, accountants, market professionals, etc. (the “Services”).


 


In order to enable
TCA to provide the Services requested, the Company agrees to provide all information reasonably requested including historical
and projected financials (for the Company and any subsidiaries) and any known litigation and pending liabilities. The Company
also agrees to make available its management and legal counsel upon request.


 


		2.	Duties.



 


TCA
shall perform the Services as reasonably requested by the Company from time to time, including but not limited to the
Services described in Section 1 above. TCA shall devote its commercially reasonable efforts and attention to the performance
of the Services for the Company on a timely basis and shall also make itself available to answer questions, provide advice
and provide Services to the Company upon reasonable request and notice from the Company.


 


 


 


 






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		3.	Limitation of Engagement to the Company.



 


The
Company acknowledges that TCA has been retained only by the Company, that TCA is providing Services hereunder as an independent
contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of TCA is not deemed to be on
behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not
a party hereto as against TCA or any of its affiliates, or any of its or their respective officers, directors, controlling persons
(within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), employees or agents. Unless otherwise expressly agreed in writing by TCA, no one other than the Company is authorized
to rely upon this Agreement or any other statements or conduct of TCA, and no one other than the Company is intended to be a beneficiary
of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by TCA to the Company in
connection with TCA’s engagement is intended solely for the benefit and use of the Company’s management and directors
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or
be used or relied upon for any other purpose. TCA shall not have the authority to make any commitment binding on the Company.


 


		4.	Limitation of TCA’s Liability to the Company.



 


TCA
and the Company further agree that neither TCA nor any of its affiliates or any ofits or their respective officers, directors,
controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents
shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the
right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees,
damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered
hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or
failure to act by TCA and that are finally judicially determined to have resulted solely from the gross negligence or willful misconduct
of TCA.


 


		5.	Changes to Services.



 


Any material changes to
the Services to be rendered, including the schedule, deliverables, and related fees, must be approved in writing.


 


 


 


 


 






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		6.	Notices.



 


All
notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or email, if sent to 19950
W Country Club Drive, Suite 101, Aventura, FL 33180, or email address Dsilverman@tcaglobalfund.com, and Bpress@tcaglobalfund.com,
Attention: Donna Silverman and Robert Press. Notices sent by certified mail shall be deemed received five days thereafter, notices
sent by hand delivery or overnight delivery shall be deemed received on the date of the relevant written record of receipt, and
notices delivered by fax shall be deemed received as of the date and time printed thereon by the fax machine.


 


		7.	Performance of Services.



 


TCA shall use its best efforts
to perform the Services such that the results are satisfactory to the company.


 


		8.	Compensation:



 


In consideration for the
Services provided by TCA to the Company as of this date, the Company shall compensate TCA in the amount of $150,000 in cash
(the “Fee”) which is considered non-cancellable and earned upon execution of this agreement. In no way does it
relate to or guarantees introduction to entities or brokerage firms to assist in any of the Company’s capital raising needs.
Any agreements related to raising capital, shall be covered under a separate agreement if needed.


 


The
Company hereby agrees that, notwithstanding anything which may be contained in this Agreement to the contrary, the Fee shall be
due and owing in full in cash and without demand on that date which is the earlier of: (i) six (6) months following the date hereof
or (ii) the immediately subsequent date when any registration statement which may have been previously filed or which may hereafter
be filed by the Company becomes effective with the United States Securities and Exchange Commission.


 


This Agreement may be terminated
at any time by the Company but the Company shall remain liable to pay the Fee.


 





		9.	Reimbursement of Expenses:



 


The
Company shall promptly reimburse TCA for any reasonable costs and expenses incurred by TCA in connection with any Services specifically
requested by the Company and actually performed by TCA pursuant to the terms of this Agreement. Each such expenditure or cost shall
be reimbursed only if: (i) with respect to costs in excess of $250.00, individually, TCA receives prior approval from the Company’s
CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to costs less than $250, individually, provided
TCA furnishes to the Company adequate records and other documents reasonably acceptable to the Company evidencing such expenditure
or cost.



 


 






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		10.	General Restrictions on Use.



TCA
agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish,
summarize, or remove from the Company's premises any Proprietary Information (or remove from the premises any other property
of the Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out TCA's
responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically
authorized in writing by the Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information
which TCA can show was rightfully in TCA's possession at the time of disclosure by the Company; (y) information which TCA can
show was received from a third party who lawfully developed the information independently of the Company or obtained such
information from the Company under conditions which did not require that it be held in confidence; or (z) information which,
at the time of disclosure, is generally available to the public.


 


		11.	Ownership of Work Product.



 


All
Work Product shall be considered work(s) made by TCA for hire for the Company and shall belong exclusively to the Company and its
designees. If by operation of law, any of the Work Product, including all related intellectual property rights, is not owned in
its entirety by the Company automatically upon creation thereof, then TCA agrees to assign, and hereby assigns, to the Company
and its designees the ownership of such Work Product, including all related intellectual property rights. "Work Product"
shall mean any writings (including excel, power point, emails, etc.), programming, documentation, data compilations, reports, and
any other media, materials, or other objects produced as a result of TCA's work or delivered by TCA in the course of performing
that work.


 


		12.	Return of Proprietary Information



 


Upon
termination of this Agreement, TCA shall upon request by the Company promptly deliver to the Company (at the Company’s sole
cost and expense) all: drawings, blueprints, manuals, specification documents, documentation, source or object codes, tape discs
and any other storage media, letters, notes, notebooks, reports, flowcharts, and all other materials in its possession or under
its control relating to the Proprietary Information and/or Services, as well as all other property belonging to the Company which
is then in TCA's possession or under its control. Notwithstanding the foregoing, TCA shall retain ownership of all works owned
by TCA prior to commencing work for the Company hereunder, subject to the Company's nonexclusive, perpetual, paid up right and
license to use such works in connection with its use of the Services and any Work Product.


 


		13.	Governing Law



 


The validity, interpretation,
enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of
Nevada.


 


Should the terms and conditions contained herein
be acceptable, please execute the agreement below.


 


  


 


 






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Sincerely,


 


TCA GLOBAL CREDIT MASTER FUND, LP


 


 


By: /s/ Robert Press                               


Name: Robert Press


Title: Director


 


 


 


RENNOVA HEALTH, INC.


 


 


By: /s/ Seamus Lagan                            


Name: Seamus Lagan


Title: CEO


 


 


 


 


 


 


 


 


 


 


 


 


 






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