Exhibit 10.138


 





Rennova
Health, Inc.


400 S. Australian Avenue, Suite 800


West
Palm Beach, FL 33401


 


March
20, 2017


 


TCA
Global Credit Master Fund LP


3960 Howard Hughes Parkway, Suite 500


Las Vegas, NV 89169


 


Re.Securities Purchase Agreement, dated
as of May 31, 2015, as amended


 


Sir/Madam:


 


Reference is hereby
made to that certain Securities Purchase Agreement, dated as of May 31, 2015 (as amended and as may hereafter be amended or restated
from time to time, the “Purchase Agreement”), made by and among: (i) Medytox Solutions, Inc. (the “Company”),
(ii) Health Technology Solutions, Inc., a corporation incorporated under the laws of the State of Florida, Medytox Institute of
Laboratory Medicine, Inc., a corporation incorporated under the laws of the State of Florida, Medical Billing Choices Inc., a
corporation incorporated under the laws of the State of North Carolina, Medytox Diagnostics, Inc., a corporation incorporated
under the laws of the State of Florida, Medytox Medical Marketing & Sales, Inc., a corporation incorporated under the laws
of the State of Florida, PB Laboratories, LLC, a limited liability company organized and existing under the laws of the State
of Florida, Biohealth Medical Laboratory Inc., a corporation incorporated under the laws of the State of Florida, Alethea Laboratories,
Inc., a corporation incorporated under the laws of the State of Texas, International Technologies, LLC, a limited liability company
organized and existing under the laws of the State of New Jersey, EPIC Reference Labs, Inc., a corporation incorporated under
the laws of the State of Florida, Clinlab, Inc., a corporation incorporated under the laws of the State of Florida, Medical Mime,
Inc., a corporation incorporated under the laws of the State of Florida, Epinex Diagnostics Laboratories, Inc., a corporation
incorporated under the laws of the State of California, Epinex Diagnostics Laboratories, Inc., a corporation incorporated under
the laws of the State of Nevada, and Platinum Financial Solutions, LLC, a limited liability company organized and existing under
the laws of the State of Florida (each a “Guarantor” and collectively the “Guarantors” and
together with Company, the “Credit Parties”), and (iii) TCA Global Credit Master Fund, LP, a limited partnership
organized and existing under the laws of the Cayman Islands, (the “Buyer”), pursuant to which Buyer agreed
to purchase from the Company, and the Company agreed to sell and issue to the Buyer, up to Six Million and No/100 United States
Dollars (US$6,000,000.00) of senior secured, convertible, redeemable debentures (the “Debenture(s)”). Except
as otherwise defined herein, terms defined in the Purchase Agreement shall have the same meaning when used herein. The Credit
Parties and the Buyer shall be referred to herein as the “Parties”.


 


By their execution hereof, and for good
and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby acknowledge and agree:


 


		1.	the Company shall make a payment of Seven Hundred Fifty Thousand and No/100
United States Dollars (US$750,000) on the date hereof and such amount shall be credited towards the Company’s outstanding
obligations, pursuant to the terms and conditions contained in the Purchase Agreement and the Debentures;



 


		2.	the Company hereby acknowledges and agrees that One Hundred Fifty Thousand
and No/100 United States Dollars (US$150,000) (the “Service Fee”) is due and owing under and pursuant to that
certain Investment Banking Services letter agreement, dated March 20, 2017, made by and among Buyer and Company (in the form attached
hereto as Exhibit A, the “Services Agreement”) and that the Buyer would not enter into this letter agreement
or the Intercreditor Agreement (in the form attached hereto as Exhibit B, the “Intercreditor Agreement”)
but for the execution of the Services Agreement by the Company and the agreement by the Company to pay the amounts provided therein;



 


 


 


 






    	 	1	 



     

    

 


		3.	the Company hereby agrees that, notwithstanding anything which may be contained
in the Services Agreement to the contrary, the Service 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.



 


		4.	upon receipt of the funds provided in part (1), notwithstanding anything
which may be contained to the contrary in the Purchase Agreement, any outstanding Debentures or the Transaction Documents, the
Company agrees that it shall make the payments specified on the amortization schedule attached hereto as Schedule A; and



 


		5.	the Company hereby acknowledges and agrees that Section 2.26 of the Purchase
Agreement (definition of “Obligations”) shall include, but shall not be limited to, the obligations provided in this
letter agreement and the Services Agreement.



 


As a condition precedent to the effectiveness of this
letter agreement:


 


		1.	the Credit Parties shall deliver an original copy of this letter agreement,
the Services Agreement, the Intercreditor Agreement, the Guarantee Agreement (in the form attached hereto as Exhibit C,
the “Guarantee Agreement”), and the Security Agreement (in the form attached hereto as Exhibit D, the
“Security Agreement”) to the Buyer;



 


		2.	the Credit Parties shall deliver a copy of the resolutions of its respective
Boards of Directors authorizing the execution of this letter agreement, the Services Agreement, the Intercreditor Agreement, the
Security Agreement, and the Guarantee Agreement to the Buyer; and



 


		3.	the Credit Parties shall pay to Buyer’s counsel, as a legal fee in
consideration for the preparation and negotiation of this letter agreement, the Services Agreement, the Intercreditor Agreement,
the Security Agreement, and the Guarantee Agreement and all transaction documents executed and reviewed in connection herewith
and therewith, immediately upon the execution hereof, Fifteen Thousand
Dollars ($15,000) plus disbursements, costs and expenses.






 


Other than as disclosed
to the Buyer in writing, each of the Credit Parties hereby confirms and affirms that all representations and warranties made by
each of them under the Purchase Agreement and all other Transaction Documents are true, correct and complete as of the date hereof,
and hereby confirms and affirms that all such representations and warranties remain true, correct and complete as of the date hereof,
and by this reference, the Credit Parties do hereby re- make each and every one of such representations and warranties herein as
of the date hereof, as if each and every one of such representations and warranties was set forth and re-made in its entirety in
this letter agreement by each of the Credit Parties.


 


Each of the Credit Parties
hereby affirms its respective Obligations to the Buyer under all of the Transaction Documents and each agrees and affirms as follows:
(i) that as of the date hereof, the Credit Parties, respectively and as applicable, with the exception of any defaults which are
existing as of the date hereof, have each performed, satisfied and complied in all material respects with all the covenants, agreements
and conditions under the Purchase Agreement and each of the Transaction Documents to be performed, satisfied or complied with by
the Credit Parties, as applicable; (ii) that the Credit Parties shall continue to perform each and every covenant, agreement and
condition set forth in the Purchase Agreement and each of the Transaction Documents, and continue to be bound by each and all of
the terms and provisions thereof and hereof; (iii) other than as disclosed to the Buyer prior to the date hereof, that as of the
date hereof, no default or Event of Default has occurred or is continuing under the Purchase Agreement or any other Transaction
Documents, and no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default
or an Event of Default under the Purchase Agreement or any other Transaction Documents; and (iv) that as of the date hereof, no
event, fact, or other set of circumstances has occurred which could reasonably be expected to have a Material Adverse Effect.


 


Upon receipt of
the $765,000 payable by the Company (consisting of the upfront payment toward the outstanding balance owing to the Buyer and $15,000
owing to Buyer’s counsel), the Buyer hereby acknowledges that the Company shall not be in default of the Purchase Agreement
or any other Loan Document or Transaction Document as a result of any failure to make any required payment prior to the date hereof
and that the Buyer hereby waives any such default which may exist as of the date hereof. The Buyer also acknowledges that the
Notice of Default dated November 3, 2016 has been withdrawn and is of no force or effect.


 


 


 


 






    	 	2	 



     

    

 


Each of the
Credit Parties hereby acknowledges, represents, warrants and confirms to Buyer that: (i) each of the Transaction Documents
executed by the Credit Parties, respectively and as applicable, are valid and binding obligations of the Credit Parties,
respectively and as applicable, enforceable against each of them in accordance with their respective terms; (ii) all other
Obligations of the Credit Parties shall be and continue to be and remain secured by and under the Transaction Documents and
all UCC-1 Financing Statements filed in connection therewith; (iii) there are no defenses, setoffs, counterclaims,
cross-actions or equities in favor of the Credit Parties to or against the enforcement of any of the Transaction Documents,
and to the extent any of the Credit Parties have any defenses, setoffs, counterclaims, cross-actions or equities against the
Buyer and/or against the enforceability of any of the Transaction Documents, each of the Credit Parties acknowledges and
agrees that same are hereby fully and unconditionally waived by each of the Credit Parties; and (iv) no oral representations,
statements, or inducements have been made by Buyer, or any agent or representative of Buyer, with respect to the Purchase
Agreement or any other Transaction Documents.


 


The Credit Parties each hereby
represents, warrants and covenants as follows: (i) that the Buyer’s security interests in all of the “Collateral”
(as such term is defined in the Security Agreements) are and remain valid, perfected, first-priority security interests in such
Collateral (subject only to the Intercreditor Agreement), respectively and as applicable, and the Credit Parties have not granted
any other Liens or security interests of any nature or kind in favor of any other Person affecting any of such Collateral, except
as provided in the Intercreditor Agreement.


 


As of the date hereof, the
Credit Parties each hereby acknowledge and admit that: (i) the Buyer has acted in good faith and has fulfilled and fully performed
all of its obligations under or in connection with the Purchase Agreement or any other Transaction Documents; and (ii) that there
are no other promises, obligations, understandings or agreements with respect to the Purchase Agreement or the Transaction Documents,
except as expressly set forth herein.


 


The Credit Parties each hereby
represent and warrant to the Buyer that the execution and delivery by the Credit Parties of this letter agreement and the performance
by Credit Parties of all of their respective Obligations hereunder and thereunder, have been duly and validly authorized and approved
by the Credit Parties and their respective boards of directors, as applicable, pursuant to all applicable laws and other than the
corporate action or resolutions delivered by each of the Credit Parties, as applicable, in connection with this letter agreement,
no other corporate action or consent on the part of the Credit Parties, their respective boards of directors, stockholders or any
other Person is necessary or required by the Credit Parties to execute this letter agreement to consummate the transactions contemplated
herein and therein, or perform all of the Credit Parties’ obligations hereunder and thereunder. This letter agreement has
been duly and validly executed by the Credit Parties (and the officer executing this letter agreement is duly authorized to act
and execute same on behalf of the Credit Parties) and constitute the valid and legally binding agreements of the Credit Parties,
enforceable against the Credit Parties in accordance with their respective terms.


 


Each of the Credit Parties,
jointly and severally, hereby indemnifies and holds the Buyer Indemnified Parties, and each of them, harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions
of any kind or nature payable by any of the Buyer Indemnified Parties to any Person, including reasonable attorneys’ and
paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time
such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, through all negotiations, mediations,
arbitrations, trial and appellate levels (collectively, the “Claims”), as a result of, or arising out of, or
relating to any matters relating to this letter agreement.


 


 


 






    	 	3	 



     

    

 


 


As a material
inducement for Buyer to execute this letter agreement, each of the Credit Parties hereby releases, waives, discharges,
covenants not to sue, acquits, satisfies and forever discharges each of the Buyer Indemnified Parties and their respective
successors and assigns, from any and all Claims whatsoever in law or in equity which the Credit Parties, or any one of them,
ever had, now have, or which any successor or assign of the Credit Parties hereafter can, shall or may have against any of
the Buyer Indemnified Parties and their respective successors and assigns, for, upon or by reason of any matter, cause or
thing whatsoever related to the Transaction Documents through the date hereof. In addition to, and without limiting the
generality of foregoing, the Credit Parties further covenant with and warrant unto the Buyer and each of the other Buyer
Indemnified Parties, that there exist no claims, counterclaims, defenses, objections, offsets or other Claims against Buyer
or any other Buyer Indemnified Parties.


 


This letter agreement, the
Purchase Agreement, the Transaction Documents, the Intercreditor Agreement, the Services Agreement, the Guarantee Agreement and
the Security Agreement contain the entire understanding between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this letter agreement. This letter agreement shall be governed by and construed
in accordance with the laws of the State of Nevada without regard to choice of law principles. Any dispute arising under or relating
to or in connection with this letter agreement shall be subject to the exclusive jurisdiction and venue of the State and/or Federal
courts located in Broward County, Florida. This letter agreement may be executed in any number of counterparts, each of which shall
be an original but all of which together shall constitute one and the same instrument. The parties hereby consent and agree that
if this letter agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry
out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances
and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the
purposes of this letter agreement. In case any provision of this letter agreement shall be held to be invalid, illegal or unenforceable,
such provision shall be severable from the rest of this letter agreement, and the validity legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Please indicate your agreement
with and acceptance of the terms of this letter agreement by signing in the space provided and returning this letter agreement
to our attention at the address above.


 


 


[ - signature page
follows - ]


 


 


 


 


 






    	 	4	 



     

    

 


By execution hereof, the undersigned hereby agrees
to the terms and conditions of this letter agreement.


 


Very truly yours,


 


RENNOVA HEALTH, INC.


 


 


By:
/s/ Seamus Lagan                         


Name:
Seamus Lagan


Title: Chief Executive Officer


 


 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 





The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Chief
Executive Officer of Rennova Health, Inc., who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 


GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 


 


 


 


 


 


 


 






    	 	5	 



     

    

 


 





MEDYTOX
SOLUTIONS, INC.


 


 


By:
/s/ Seamus Lagan                            


Name:
Seamus Lagan


Title: Chief Executive Officer


 


 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 





The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan,
the Chief Executive Officer of Medytox Solution, Inc., who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she
signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.


 





GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 



 


 


 


 


 


 


 


 


 






    	 	6	 



     

    

 





CONSENT AND AGREEMENT







 





The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:


 


HEALTH TECHNOLOGY
SOLUTIONS, INC.


 


 


By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Chief Executive Officer


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 





The undersigned,
a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Chief Executive Officer
of Health Technology Solutions, Inc., a Florida corporation, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 





GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	7	 



     

    




CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:


 


MEDYTOX INSTITUTE
OF LABORATORY MEDICINE, INC.


 


 


 


By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Chief Executive Officer


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 


The undersigned,
a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Chief Executive Officer
of Medytox Institute of Laboratory Medicine, Inc., a Florida corporation, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 








GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 



 



 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	8	 



     

    

 


CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 





MEDICAL BILLING CHOICES INC.


 





 


By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
President


 


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 



 


The undersigned, a Notary Public in and for
the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the President of Medical Billing Choices Inc., a
North Carolina corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free
and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.


 











GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 


 


 


 


 


 






    	 	9	 



     

    

 


 





CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:


 


MEDYTOX DIAGNOSTICS,
INC.


 








 


By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Chief Executive Officer


 


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 



 





The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Chief
Executive Officer of Medytox Diagnostics, Inc., a Florida corporation, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 














GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 


 



 


 


 


 


 


 


 


 


 


 






    	 	10	 



     

    










CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:


 


MEDYTOX MEDICAL MARKETING & SALES, INC.


 











 








By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 






The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary
of Medytox Medical Marketing & Sales, Inc., a Florida corporation, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 

















GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 


 


 


 






    	 	11	 



     

    

CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:




 


PB LABORATORIES, LLC


 


 











By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 



 


The undersigned, a Notary Public in and
for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary of PB Laboratories, LLC, a
Florida limited liability company, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said
instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 




















GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 



 



 


 


 


 


 


 


 


 


 






    	 	12	 



     

    

 


CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 


BIOHEALTH MEDICAL LABORATORY, INC.


 


 














By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 



 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary
of Biohealth Medical Laboratory, Inc., a Florida corporation, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 























GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 



 



 


 


 


 


 


 






    	 	13	 



     

    

 


 


CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 


ALETHEA LABORATORIES,
INC.


 


 

















By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 



 


The undersigned, a Notary Public in and for
the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary of Alethea Laboratories, Inc., a Texas
corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary
act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.


 


























GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 



 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	14	 



     

    




 





CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 


INTERNATIONAL TECHNOLOGIES, LLC


 


 




















By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 


The undersigned,
a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary of International
Technologies, LLC, a New Jersey limited liability company, who is personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 





























GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 



 



 


 


 


 


 



 


 


 


 


 






    	 	15	 



     

    




CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 


EPIC REFERENCE LABS, INC.


 


 























By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 






The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary
of EPIC Reference Labs, Inc., a Florida corporation, who is personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 
































GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 



 


 


 


 


 


 


 


 






    	 	16	 



     

    

CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 


CLINLAB, INC.


 


 


























By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
President


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the President
of Clinlab, Inc., a Florida corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her
own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.


 



































GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 


 



 


 


 


 


 


 






    	 	17	 



     

    

 





CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR 


 


MEDICAL MIME, INC.


 


 





























By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary
of Medical Mime, Inc., a Florida corporation, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 






































GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 



 


 


 


 


 


 






    	 	18	 



     

    




CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR


 


EPINEX DIAGNOSTICS LABORATORIES, INC.


 


 
































By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 






The undersigned,
a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary of Epinex
Diagnostics Laboratories, Inc., a California corporation, who is personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 









































GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 



 


 


 



  


 


 


 


 


 


 


 


 






    	 	19	 



     

    




CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR 


 


EPINEX DIAGNOSTICS LABORATORIES, INC.


 


 



































By: /s/ Seamus
Lagan                             


Name: Seamus Lagan


Title:
Secretary


 





 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Seamus Lagan, the Secretary
of Epinex Diagnostics Laboratories, Inc., a Nevada corporation, who is personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 












































GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 



  


 


 


 


 


 


 


 


 


 






    	 	20	 



     

    

 


 





CONSENT AND AGREEMENT


 


The undersigned
is a Guarantor, as that term is defined in that certain securities purchase agreement by and between
the Company and the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated
in the senior secured, convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior
secured, convertible, redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible,
redeemable debenture.


 


GUARANTOR:



 





PLATINUM FINANCIAL SOLUTIONS, LLC


 


 


 











By: /s/ Sebastien
Sainsbury                          


Name: Sebastien Sainsbury


Title:
Manager


 








 





	STATE OF FLORIDA	)	 
	 	)	SS.
	COUNTY OF PALM BEACH	)	 



 


 






The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Sebastien Sainsbury, the
Manager of Platinum Financial Solutions, LLC., a Florida limited liability company, who is personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she
signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation,
for the uses and purposes therein set forth.


 















































GIVEN under my hand and notarial seal this
17th day of March, 2017.


 


 


                       /s/
Kelly Marsden                            


Notary Public


 


 


My
Commission Expires:


 


                       February
26, 2021                       


 


 


 


 



 


 


 


 


 


 


 


 


 






    	 	21	 



     

    

  


TCA GLOBAL CREDIT MASTER FUND, LP


 


 


By: TCA Global Credit Fund
GP, Ltd.,


its general partner


 


 


 


By:
/s/ Robert Press                             


Name:
Robert Press


Title: Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	22	 



     

    

 


 


SCHEDULE A


 


PAYMENT
AND AMORIZATION SCHEDULE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	23