Exhibit
10.1




 


EXCHANGE
AGREEMENT


 


EXCHANGE
AGREEMENT (the “Agreement”) is made as of the 27th day of August 2021, by and between Rennova
Health, Inc., a Delaware corporation (the “Company”), and the Investor signatory hereto (the “Investor”).


 


WHEREAS,
the Investor currently owns the number of shares of Series M Redeemable Convertible Preferred Stock, par value $0.01 per share (the
“Series M Preferred Shares”), as set forth on the Investor’s signature page attached hereto;


 


WHEREAS,
in exchange for such number of shares of Series M Preferred Stock held by the Investor as specified on the signature page attached
hereto (the “Original Securities”), the Company desires to issue to the Investor (i) 95,000,000 shares of common
stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants to purchase 47,500,000 shares
of Common Stock with substantially such terms as set forth in the attached Exhibit A (the “New Warrants”), to
purchase shares of Common Stock (the Common Stock and the New Warrants, collectively, the “Exchange Securities”);
and


 


WHEREAS,
the exchange of the Original Securities for the Exchange Securities is being made in reliance upon the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “1933 Act”).


 


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
1933 Act, exchange the Original Securities for the Exchange Securities. Subject to the conditions set forth below, the Exchange shall
take place on 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”):


 


1.1
On the Closing Date, in exchange for the Original Securities, the Company shall deliver the Exchange Securities to the Investor or his
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 Original Securities shall
be extinguished.


 


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.


 


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.


 




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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.


 


(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.


 


(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 he may reasonably request.


 


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.


 


(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.


 




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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. 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 exercise of
the New Warrants (collectively, the “Securities”) have been taken on or prior to the date hereof.


 


3.3
Valid Issuance of the Securities. The Common Stock, the New Warrants and the shares of Common Stock issuable upon 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.


 


3.4
Offering. Subject to the truth and accuracy of the Investor’s representations set forth in Section 4 of this Agreement,
the offer and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the 1933
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. 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.


 


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 purchaser 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. 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 his 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.


 




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3.8
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 1933 Act and the rules and regulations promulgated thereunder.


 


3.9
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.


 


3.10
Disclosure. Other than as set forth in the 8-K Filing (as defined below), the Company confirms that neither it nor any other person
acting on its behalf has provided the Investor or his 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.


 


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 his 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 his 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 his 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.


 




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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 his 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 his advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquires nor any other due
diligence investigations conducted by the Investor or his advisors, if any, or his 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
his investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as he
has considered necessary to make an informed investment decision with respect to his acquisition of the Securities. The Investor is relying
solely on his own accounting, legal and tax advisors, and not on any statements of the Company or any of his agents or representatives,
for such accounting, legal and tax advice with respect to his acquisition of the Securities and the transactions contemplated by this
Agreement.


 


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) 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 (ii) 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 (i) 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 his obligations hereunder.


 




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4.7
Ownership of Original Securities. The Investor owns and holds, beneficially and of record, the entire right, title, and interest
in and to the Original Securities 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 Original Securities 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 Original Securities. 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.


 


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


 


5.
Additional Covenants.


 


5.1
Disclosure. The Company shall, on or before 5:30 p.m., New York City time, on the fourth 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 and attaching a form of this Agreement and a form of New Warrant as exhibits to such filing. 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 his affiliates, on the other hand, shall terminate.


 


5.2
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.


 


5.3
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.


 




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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 Delaware, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
or federal courts sitting in Palm Beach County, Florida, 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.


 


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; (i) 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 alter 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:
    	 
	E-mail:
    slagan@rennovahealth.com	 



 



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	With
    a copy to:	 
	 	 
	Shutts
    & Bowen LLP 	 
	200
    South Biscayne Boulevard	 
	Suite
    4100	 
	Miami,
    Florida 33131	 
	Telephone:
    (305) 379-9141	 
	Facsimile:
    (305) 347-7767	 
	Email:
    Tcookson@shutts.com	 


 


If
to the Investor, to his address, facsimile number and email address set forth on his 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.


 


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 his 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.


 


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.


 




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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 Investor 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:
    	CEO








 


	 	INVESTOR
	 	 
	 	By:
    	/s/
    Christopher Diamantis
	 	Name:	Christopher
    Diamantis
	 	Title:
    	            


 


	 	Address
    for Notices:
	 	 	 
	 	
	 	
	 	 	 
	 	Fax#:
    	
	 	 	 
	 	Aggregate
    number of shares of Series M Preferred Stock:	21,380.35
	 	 	 
	 	Aggregate
    number of shares of Series M Preferred Stock being exchanged:	570
	 	 	 
	 	Aggregate number of shares of Series M Preferred Stock
    remaining:	20,810.35


 




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