Exhibit 10.131


 





EXCHANGE AGREEMENT


 


EXCHANGE AGREEMENT
(the “Agreement”) is made as of the 15th day of March 2017, by and between Rennova Health, Inc.,
a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).


 


WHEREAS, on
December 19, 2016, the Company issued registered shares of Series H Convertible Preferred Stock (“Series H Preferred
Stock”), par value $0.01 per share;


 


WHEREAS, on
the date hereof, the Investor owns 2,000 shares of Series H Preferred Stock, with an aggregate stated value of $2,000,000 (the
“Held Series H Preferred Stock”);


 


WHEREAS, on
February 2, 2017, the Company issued to the Investor an unregistered Original Issue Discount Convertible Debenture with a principal
amount equal to $1,590,000 (the “Bridge Debenture” and together with the Held Series H Preferred Stock,
the “Existing Securities” or “Securities”);


 


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and in reliance on Section 3(a)(9) of the Securities Act, the Company desires
to exchange with the Investor, and the Investor desires to exchange with the Company, the Existing Securities for Senior Secured
Original Issue Discount Convertible Debentures (“Debenture”) and Common Stock Purchase Warrants (“Warrant”,
and together with the Debenture, the "Exchange Securities"); and


 


WHEREAS, the
Company and the Investor acknowledge that the issuance of certain shares of Common Stock underlying the Exchange Securities is
subject to the approval of the stockholders of the Company pursuant to the limitations imposed by the Nasdaq Stock Market,


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of
the premises and the mutual agreements, representations and warranties, provisions and covenants contained herein, 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 Investor
shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act, exchange the Existing Securities for the Exchange
Securities. For each $0.80 of principal amount of Bridge Debenture or $1 of stated value of Held Series H Preferred Stock surrendered
to the Company, the Company shall issue to the Investor a Debenture with a principal amount of $1.24, along with three series of
Warrants. Debentures and Warrants will be in the form of the Senior Secured Original Issue Discount Convertible Debentures and
Common Stock Purchase Warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof. The
Series A Warrant shall have a term of exercise of 5 years and be exercisable into a number of shares of Common Stock equal to 100%
of the number of shares underlying the Debenture. The Series B Warrant shall have a term of exercise of 18 months and be exercisable
into a number of shares of Common Stock equal to 100% of the number of shares underlying the Debenture. The Series C Warrant shall
have a term of exercise of 5 years and be exercisable into a number of shares of Common Stock equal to 100% of the number of shares
underlying the Debenture; provided that such Series C Warrant shall vest ratably upon exercise of the Series B Warrant. Subject
to the conditions set forth below, the Exchange shall take place at the offices of Ellenoff Grossman & Schole LLP, on the third
Trading Day (as defined below) after the date hereof, or at such other time and place as the Company and the Investor mutually
agree (the “Closing” and the “Closing Date”). At the Closing, the following
transactions shall occur (such transactions in this Section 1, the “Exchange”):


 


 






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1.1             
On the Closing Date, in exchange for the Existing Securities, the Company shall deliver the Exchange Securities to the Investor
or its designee in accordance with the Investor’s delivery instructions set forth on the Investor signature page hereto.
Upon receipt of the Exchange Securities in accordance with this Section 1.1, all of the Investor’s rights under the Existing
Securities shall be extinguished. The Investor shall tender to the Company the Existing Securities within three Trading Days (as
defined below) of the Closing Date.


 


1.2             
On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the
Exchange Securities, irrespective of the date such Exchange Securities are delivered to the Investor in accordance herewith. As
used herein, “Trading Day” means any day on which the Common Stock is traded on the NASDAQ Capital Market,
or, if the NASDAQ Capital Market is not the principal trading market for the Common Stock, then on the principal securities exchange
or securities market on which the Common Stock is then traded.


 


1.3             
The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably
necessary to effectuate the Exchange.


 


1.4             
The Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the
earliest practical date, but in no event later than 60 days following the Closing Date (90 days in the event of a review of the
proxy statement), for the purpose of obtaining Shareholder Approval (as defined below), with the recommendation of the Company’s
Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith
in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote
their proxies in favor of such proposal. The Company shall use best efforts to obtain Shareholder Approval. If the Company does
not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder
Approval until the earlier of the date on which Shareholder Approval is obtained or the Debentures are no longer outstanding. “Shareholder
Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market
(or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction
Documents, including the issuance of all of the shares of Common Stock underlying the Debentures and Warrants issued hereunder
in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date. The Company shall file the preliminary proxy
for Shareholder Approval within 15 days of the Closing Date.


 


 


 


 






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2.                 
Closing Conditions.


 


2.1             
Conditions to Investor’s Obligations. The obligation of the Investor to consummate the Exchange is subject
to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)              
Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such
date.


 


(b)              
Issuance of Securities. At the Closing, the Company shall issue the Exchange Securities on the books and records
of the Company as follows:


 


(i)                
a Debenture with a principal amount equal to 1.24 times such Investor’s principal amount of Bridge Debentures, registered
in the name of such Investor with monthly amortizations commencing on the earlier of (1) June 1, 2017 and (2) the effective date
of the registration statement registering for resale the shares underlying such Debenture;


 


(ii)             
a Debenture with a principal amount equal to 1.24 times such Investor’s stated value of Series H Preferred Stock,
registered in the name of such Investor with monthly amortizations commencing on March 20, 2017;


 


(iii)           
a Series A Warrant registered in the name of such Investor to purchase up to a number of shares of Common Stock equal to
100% of such Investor’s aggregate principal amount of Debentures as set forth on the signature pages hereto divided by $1.66,
with an exercise price equal to $1.95 subject to adjustment therein;


 


(iv)            
a Series B Warrant registered in the name of such Investor to purchase up to a number of shares of Common Stock equal to
100% of such Investor’s aggregate principal amount of Debentures as set forth on the signature pages hereto divided by $1.66,
with an exercise price equal to $1.66, subject to adjustment therein;


 


(v)              
a Series C Warrant registered in the name of such Investor to purchase up to a number of shares of Common Stock equal to
100% of such Investor’s aggregate principal amount of Debentures as set forth on the signature pages hereto divided by $1.66,
with an exercise price equal to $1.95, subject to adjustment therein;


 


(c)              
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


 


 


 


 


 






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(d)              
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents
and instruments incident to such transactions shall be satisfactory in substance and form to the Investor, and the Investor shall
have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.


 


(e)              
Registration Rights Agreement. The Company and the Investor shall have entered into a registration rights agreement
in form and substance satisfactory to the Investor.


 


(f)               
Listing of Exchange Securities. The Company shall have secured the listing or designation for quotation (as applicable)
of all of the shares of Common Stock underlying the Debentures, upon each national securities exchange and automated quotation
system, if any, upon which the shares underlying the Debentures are then listed or designated for quotation (as applicable).


 


(g)              
Security Agreement, Subsidiary Guarantee and UCC Filings. The Company and the Investor shall have entered into a
Security Agreement, duly executed by the Company and each Subsidiary, along with subsidiary guarantees from each subsidiary of
the Company, a pledge along with pledge securities from each subsidiary and all UCC-1 filings, all in form and substance satisfactory
to the Investor.


 


(h)              
Voting Agreements. The Company shall have provided voting agreements of all officers and directors of the Company
to vote in favor of the Shareholder Approval.


 


(i)                
Opinion. An opinion of Company counsel in form and substance reasonably satisfactory to the Investor.


 


(j)                
Subordination Agreement. The Company shall have delivered duly executed subordination agreements from the subordinated
creditors of the Company, dated on or about the date hereof, in form and substance acceptable to the Investor.


 


2.2             
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject
to the fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)              
Representations and Warranties. The representations and warranties of the Investor contained in this Agreement shall
be true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such
date.


 


(b)              
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial
damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


 


 


 


 






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(c)              
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents
and instruments incident to such transactions shall be satisfactory in substance and form to the Company and the Company shall
have received all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.


 


3.                 
Representations and Warranties of the Company. The Company hereby represents and warrants to Investor that:


 


3.1             
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing
in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.


 


3.2             
Authorization. Other than the Shareholder Approval, all corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all
obligations of the Company hereunder, and the authorization (or reservation for issuance of), the Exchange, and the issuance of
the Exchange Securities and the shares of Common Stock issuable upon conversion or exercise of the Exchange Securities have been
taken on or prior to the date hereof.


 


3.3             
Valid Issuance of the Securities. The Debentures, Warrants and shares of Common Stock issuable upon conversion or
exercise thereof, as applicable, when issued and delivered in accordance with the terms of this Agreement, for the consideration
expressed herein, will be duly and validly issued, fully paid and nonassessable. Subject to the truth and accuracy of the Investor’s
representations set forth in Section 5 of this Agreement, the Exchange Securities issued in exchange for the Series H Preferred
Stock and the shares of Common Stock issuable thereunder (assuming cashless exercise of the applicable Warrants) are freely tradeable
without the need for registration under the Securities Act and shall not be required to bear any Securities Act legend.


 


3.4             
Offering. Subject to the truth and accuracy of the Investor’s representations set forth in Section 5 of this
Agreement, the offer and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements
of the Securities Act. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would
cause the loss of such exemptions.


 


3.5             
Compliance With Laws. The Company has not violated any law or any governmental regulation or requirement which violation
has had or would reasonably be expected to have a material adverse effect on its business, and the Company has not received written
notice of any such violation.


 


3.6             
Consents; Waivers. Other than the Shareholder Approval, no consent, waiver, approval or authority of any nature,
or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery of this
Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.


 


 


 


 


 






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3.7             
Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of arm’s length Investor with respect to this Agreement and the other documents entered
into in connection herewith (collectively, the “Transaction Documents”) and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an “affiliate” of the
Company (as defined in Rule 144 promulgated under the Securities Act), or (iii) to the knowledge of the Company, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended). The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby,
and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of the Exchange Securities.
The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been
based solely on the independent evaluation by the Company and its representatives.


 


3.8             
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, selfregulatory organization or body pending or, to the knowledge of the Company, threatened against or
affecting the Company, the Securities or any of the Company’s officers or directors in their capacities as such.


 


3.9             
No Group. The Company acknowledges that, to the Company’s knowledge, the Investor is acting independently in
connection with this Agreement and the transactions contemplated hereby, and is not acting as part of a “group” as
such term is defined under Section 13(d) of the Securities Act and the rules and regulations promulgated thereunder.


 


3.10         
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party
have been duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and
binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is
a party and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company is a party or by which it is bound, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations
hereunder.


 


 


 


 


 


 






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3.11         
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor
or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic
information. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions
in the Exchange Securities.


 


3.12         
Bring-Down of Representations and Warranties. All representations
and warranties made by the Company to the Holder in any prior agreements pursuant to which the Exchange Securities were originally
issued are accurate and complete in all material respects as of the date hereof, unless as of a specific date therein in which
case they shall be accurate as of such date (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect (as defined in such agreements), in all respects).


 


4.                 
Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:


 


4.1             
Authorization. The Investor has full power and authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution
and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated
hereby.


 


4.2             
Accredited Investor Status; Investment Experience. The Investor is an “accredited investor” as that
term is defined in Rule 501(a) of Regulation D. The Investor can bear the economic risk of its investment in the Securities, and
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an
investment in the Securities.


 


4.3             
Reliance on Exemptions. The Investor understands that the Securities 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 the Company
is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and
the eligibility of the Investor to acquire the Securities.


 


4.4             
Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and issuance of the Securities which have been requested
by the Investor. The Investor has had the opportunity to review the Company's filings with the Securities and Exchange Commission.
The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The
Investor understands that its investment in the Securities involves a high degree of risk. The Investor 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 Securities. The Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the
Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the
Securities and the transactions contemplated by this Agreement.


 


 


 


 


 






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4.5             
No Governmental Review. The Investor 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 Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


4.6             
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party
have been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and
binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such
enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the
Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result
in a violation of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable
to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations
hereunder.


 


4.7              Ownership
of Bridge Debentures and Series H Preferred Stock. The Investor owns and holds, beneficially and of record, the entire
right, title, and interest in and to the Bridge Debentures and Series H Preferred Stock set forth on the signature
page hereto free and clear of all rights and Liens (as defined below). The Investor has full power and authority to transfer
and dispose of the Bridge Debentures and Series H Preferred Stock to the Company free and clear of any right or Lien. Other
than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right,
of any Person to acquire all or any part of the Bridge Debentures, the Series H Preferred Stock or any shares of Common Stock
issuable upon exercise of the Bridge Debentures or conversion of the Series H Preferred Stock. As used herein,
“Liens” shall mean any security or other property interest or right, claim, lien, pledge, option,
charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other
right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and
including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.


 


 


 


 


 


 






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4.8             
No Consideration Paid. No commission or other remuneration has been paid by the Investor (or any of its agents or
affiliates) to the Company related to the Exchange.


 


5.                 
Additional Covenants.


 


5.1             
Disclosure. The Company shall, on or before 9:30 a.m., New York City time, on the first business day after the date
of this Agreement, issue a Current Report on Form 8-K (collectively, the “8-K Filing”) disclosing all
material terms of the transactions contemplated hereby. From and after the issuance of the 8-K Filing, the Investor shall not be
in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees
or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and
agents, not to, provide the Investor with any material, nonpublic information regarding the Company from and after the filing of
the 8-K Filing without the express written consent of the Investor. The Company shall not disclose the name of the Investor in
any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective
upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers,
directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall
terminate.


 


5.2             
Listing. The Company shall use its best efforts to maintain the listing or designation for quotation (as applicable)
of all of the shares of Common Stock underlying the Debentures and Warrants upon each national securities exchange and automated
quotation system on which the Common Stock is currently listed or designated while such securities are outstanding. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.2.


 


5.3             
Registered Characteristics. Subject to the truth and accuracy of the Investor’s representations set forth in
Section 4 of this Agreement, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the
Exchange Securities (assuming cashless exercise of the Warrants) issued in Exchange for the Series H Preferred Stock take on the
registered characteristics of the Series H Preferred Stock and the Company agrees not to take a position to the contrary. Upon
conversion of such Debentures and exercise of such Warrants (assuming cashless exercise) the shares issuable thereunder shall be
freely tradeable and free of any restrictions on resale or Securities Act legends.


 


5.4             
Tacking. Subject to the truth and accuracy of the Investor’s representations set forth in Section 4 of this
Agreement, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Exchange Securities
(assuming cashless exercise of the Warrants) issued in Exchange for the Bridge Debentures will tack back to the original issue
date of such Bridge Debentures pursuant to Rule 144 and the Company agrees not to take a position to the contrary.


 


 


 


 


 


 


 


 






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5.5             
Survival of Covenants. Sections 4.1, 4.3, 4.5, 4.6, 4.8, 4.10, 4.11, 4.12 (subject to the limitations set forth in
that certain Securities Purchase Agreement dated as of the date hereof with the Company, the Investor and certain other investors
signatory thereto), 4.13(b) and 4.15 of that certain Securities Purchase Agreement dated as of January 29, 2017 shall survive and
be incorporated by reference into this Agreement and Debentures, Warrants and the shares underlying the Debentures and Warrants
issuable hereunder shall for all such purposes be deemed “Debentures”, “Warrants”, “Securities”,
“Conversion Shares”, “Warrant Shares” and “Underlying Shares” as applicable and as used under
such Securities Purchase Agreement as if the Debentures and Warrants were issued pursuant to such agreement.


 


5.6             
Blue Sky. The Company shall make all filings and reports relating to the Exchange required under applicable securities
or “Blue Sky” laws of the states of the United States following the date hereof, if any.


 


5.7             
Fees and Expenses. 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.


 


6.                 
Miscellaneous.


 


6.1             
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


6.2             
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state or federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


 


 


 


 






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6.3             
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.


 


6.4             
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service,
in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such
communications shall be:


 


If to the Company:


 


Rennova Health, Inc.


400 South Australian Avenue, 8th
Floor


West Palm Beach, Florida 33401


Attention: Chief Executive Officer


Telephone: (561) 855-1626


Facsimile: (561) 282-3417


E-mail: slagan@rennovahealth.com


 


With a copy to:


 


Shutts & Bowen LLP


200 South Biscayne Boulevard, Suite
4100


Miami, FL 33131


Telephone: (305) 379-9141


Facsimile: (305) 347-7767


Email: TCookson@shutts.com


 


If to the Investor,
to its address, facsimile number and email address set forth on its signature page hereto,


 


or to such other address, facsimile number
and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile
machine or email containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C)
provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from
an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


 


 


 






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6.5             
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finders’ fee or
commission in connection with this transaction. The Investor shall indemnify and hold harmless the Company from any liability for
any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability
or asserted liability) for which the Investor or any of its officers, partners, employees or representatives is responsible. The
Company shall indemnify and hold harmless the Investor from any liability for any commission or compensation in the nature of a
finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company
or any of its officers, employees or representatives is responsible.


 


6.6             
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Investor
and the Company, provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such
amendment treats such party differently than any party that does consent thereto.


 


6.7             
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.


 


6.8             
Entire Agreement. This Agreement represents the entire agreement and understanding between the parties concerning
the Exchange and the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings
solely with respect to the subject matter hereof and thereof.


 


6.9             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


6.10         
Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include
the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including”
has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder”
or “herein” relate to this Agreement.


 


6.11         
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


6.12         
Survival. The representations, warranties and covenants of the Company and the Holder contained herein shall survive
the Closing and delivery of the Securities.


 


6.13         
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


6.14         
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.


 


[SIGNATURES
ON THE FOLLOWING PAGES]


 


 


 


 


 


 






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IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


THE   COMPANY


 


RENNOVA HEALTH, INC.


 


By: /s/ Seamus Lagan       

Name: Seamus Lagan          

Title: Chief Executive Officer          


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	13	 



     

    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


INVESTOR


 


 





Name of Investor: Sabby Healthcare
Master Fund, Ltd.                                        


 


Signature of Authorized Signatory of
Investor: /s/ Robert Grundstein     


 


Name of Authorized Signatory: Robert
Grundstein     


 


Title of Authorized Signatory: COO
of Purchaser’s Investment Manager     


 


Email Address of Authorized Signatory:
rgrundstein@sabbycapital.com     


 


Facsimile Number of Authorized Signatory: 201-661-8654          


 


Address for Notice to Investor: c/o Sabby Management,
LLC, 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07548


 


 


 


 


Address for Delivery of Securities to Investor (if not same
as address for notice):


 


 


 


Bridge Debentures Surrendered: $1,987,500     


 


Stated Value of Series H Preferred Stock
Surrendered: $2,000,000     


 


First Debenture (1.24 x principal amount
of Bridge Debenture): 2,464,500     


 


Second Debenture (1.24 x stated value
of Series H): 2,480,000     


 


Series A Warrant Shares: 2,978,614     


 


Series B Warrant Shares: 2,978,614     


 


Series C Warrant Shares: 2,978,614     


 


[SIGNATURE PAGES CONTINUE]


 


 


 


 


 


 


 


 






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