FORM
OF


EXCHANGE
AGREEMENT


 


EXCHANGE
AGREEMENT (the “Agreement”) is made as of the 30th day of October 2017, by and between Rennova Health,
Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).


 


WHEREAS,
on September 19, 2017, pursuant to that certain Securities Purchase Agreement, by and among the Company and the investors signatory
thereto, dated as of August 31, 2017 (the “Purchase Agreement”) and that certain Exchange Agreement,
by and among the Company and the Investor, dated as of August 31, 2017 (the “Exchange Agreement”), the
Company issued to the Investor (i) an unregistered Senior Secured Original Issue Discount Convertible Debenture with an aggregate
principal amount equal to $______, with an original issue date of September 19, 2017 (the “September II Debenture”),
(ii) an unregistered Senior Secured Original Issue Discount Convertible Debenture with an aggregate principal amount equal to
$______, in exchange for an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to $_______
originally issued on September 1, 2017 (the “September I Debenture”), (iii) an unregistered Senior Secured
Original Issue Discount Convertible Debenture with an aggregate principal amount equal to $________, in exchange for an unregistered
Original Issue Discount Debenture with an aggregate principal amount equal to $________ originally issued on July 17, 2017 (the
“July Debenture”), (iv) an unregistered Senior Secured Original Issue Discount Convertible Debenture
with an aggregate principal amount equal to $________, in exchange for an unregistered Original Issue Discount Debenture with
an aggregate principal amount equal to $_______ originally issued on June 22, 2017 (the “June I Debenture”),
and (v) an unregistered Senior Secured Original Issue Discount Convertible Debenture with an aggregate principal amount equal
to $_______, in exchange for an unregistered Original Issue Discount Debenture with an aggregate principal amount equal to
$_______ originally issued on June 2, 2017 (the “June II Debenture” and collectively with the, the September
I Debenture, the September II Debenture, the July Debenture and the June I Debenture, the “Debentures”,
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 Series
I-2 Convertible Preferred Stock (“Preferred Stock” or the "Exchange Securities")
having the rights, preferences and privileges set forth in the Certificate of Designation, to be filed prior to the First Closing
Date by the Company with the Secretary of State of Delaware, in the form of Exhibit A hereto (the “Certificate
of Designation”); and


 


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 each 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 applicable Existing Securities for
the applicable Exchange Securities, provided that the Investor shall have the right, in its sole discretion, to reduce the amount
of the applicable Existing Securities that the Investor exchanges on any Closing Date to any amount of the applicable Existing
Securities or to no applicable Existing Securities (the “Reduction Right” and the exercise of the right,
the “Reduction”) and provided that, in the event of one or more Reductions, the Investor shall have
the right, in its sole discretion, to exchange all or some of any applicable Existing Securities that were subject to such Reduction
at a subsequent Closing pursuant to terms and conditions hereunder (the “Reallocation Right”). For each
$0.80 of principal amount of Debenture surrendered to the Company, the Company shall issue to the Investor a share of Preferred
Stock with a Stated Value (as defined in the Preferred Stock) of $1.00. Subject to the conditions set forth herein, including
the Reduction Right and Reallocation Right, (i) the exchange of the June I Debentures shall take place at the offices of Ellenoff
Grossman & Schole LLP, on December 2, 2017, or at such other time and place as the Company and the Investor mutually agree
(the “First Closing” and the “First Closing Date”), (ii) the exchange of the
June II Debentures shall take place at the offices of Ellenoff Grossman & Schole LLP, on December 22, 2017, or at such other
time and place as the Company and the Investor mutually agree (the “Second Closing” and the “Second
Closing Date”), (iii) the exchange of the July Debentures shall take place at the offices of Ellenoff Grossman &
Schole LLP, on January 17, 2018, or at such other time and place as the Company and the Investor mutually agree (the “Third
Closing” and the “Third Closing Date”), and (iv) the exchange of the September I Debentures
and the September II Debentures shall take place at the offices of Ellenoff Grossman & Schole LLP, on March 1, 2018, or at
such other time and place as the Company and the Investor mutually agree (the “Fourth Closing” and the
“Fourth Closing Date”). At each applicable Closing, the following transactions shall occur (such transactions
in this Section 1, each an “Exchange” and collectively the “Exchanges”):


 


1.1 
On each Closing Date, in exchange for the applicable Existing Securities, the Company shall deliver applicable 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 applicable Exchange Securities in accordance with this Section 1.1, all of the Investor’s
rights under the applicable Existing Securities shall be extinguished. The Investor shall tender to the Company the applicable
Existing Securities within three Trading Days (as defined below) of the applicable Closing Date.


 


1.2 
On the applicable Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of
the applicable 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 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 Exchanges.


 




    	2



    	 



    

 


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 each 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 each Closing Date as if made on and as of such date.


 


(b) 
Issuance of Securities. Subject to the Reduction Right and the Reallocation Right, at each applicable Closing, the Company
shall issue the Exchange Securities on the books and records of the Company as follows:


 


(i) 
on the First Closing, a certificate evidencing a number of shares of Preferred Stock equal to the quotient obtained by dividing
(i) 1.25 times the Investor’s June I Debenture principal amount by (ii) the Stated Value, registered in the name of the
Investor and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware;


 


(ii) 
on the Second Closing, a certificate evidencing a number of shares of Preferred Stock equal to the quotient obtained by dividing
(i) 1.25 times the Investor’s June II Debenture principal amount by (ii) the Stated Value, registered in the name of the
Investor;


 


(iii) 
on the Third Closing, a certificate evidencing a number of shares of Preferred Stock equal to the quotient obtained by dividing
(i) 1.25 times the Investor’s July Debenture principal amount by (ii) the Stated Value, registered in the name of the Investor;


 


(iv) 
on the Fourth Closing, a certificate evidencing a number of shares of Preferred Stock equal to the quotient obtained by dividing
(i) 1.25 times the Investor’s September I Debenture principal amount by (ii) the Stated Value, registered in the name of
the Investor; and


 


(v) 
on the Fourth Closing, a certificate evidencing a number of shares of Preferred Stock equal to the quotient obtained by dividing
(i) 1.25 times the Investor’s September II Debenture principal amount by (ii) the Stated Value, registered in the name of
the Investor.


 


(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.


 




    	3



    	 



    

 


(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) 
[Reserved]


 


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


 


(g) 
Consents. The Company shall have obtained all required consents, as set forth on Schedule 3.6.


 


2.2 
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchanges are subject to
the fulfillment, to the Company’s reasonable satisfaction, prior to or at each 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 each 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.


 


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 Exchanges, and the issuance of the Exchange Securities
and the shares of Common Stock issuable upon conversion of the Exchange Securities have been taken on or prior to the date hereof.


 




    	4



    	 



    

 





3.3 
Valid Issuance of the Securities. The Preferred Stock and shares of Common Stock issuable upon conversion thereof 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 non-assessable.


 


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
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 as set forth on Schedule 3.6 attached hereto, 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 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, self-regulatory 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.


 




    	5



    	 



    

 


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.


 


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 Investor 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).


 


3.13 
No Commission Paid. Neither the Company nor any of its Affiliates nor any person acting on behalf of or for the benefit
of any of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration
(within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder) for soliciting the Exchange.


 




    	6



    	 



    

 


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 Exchange Securities.


 


4.3 
Reliance on Exemptions. The Investor understands that the Exchange 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 Exchange 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 Exchange 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 Exchange 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 Exchange 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 Exchange 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 Exchange 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 Exchange
Securities.


 




    	7



    	 



    

 


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 Debentures. The Investor owns and holds, beneficially and of record, the entire right, title, and interest
in and to the Debentures 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 Debentures 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 Debentures. 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 
Offer Exempt from Registration. The Investor acknowledges that the offer, sale, issuance and delivery of the Preferred
Stock to the Investor is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) thereof
and the Investor understands that the Preferred Stock may be sold or transferred only in compliance with all federal and applicable
state securities laws.


 


4.9 
No Commission Paid. Neither the Investor nor any of its Affiliates nor any person acting on behalf of or for the benefit
of any of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration
(within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder) for soliciting 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 (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.


 




    	8



    	 



    

 


5.2 
[Reserved]


 


5.3 
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 issued
in Exchange for the Debentures will tack back to the original issue dates of each such Debentures pursuant to Rule 144 and the
Company agrees not to take a position to the contrary.


 


5.4 
Most Favored Nation Provision. From the date hereof until the date when the Investor no longer hold any Preferred Stock,
in the event the Company undertakes, or enters into any agreement to undertake, a “Subsequent Financing” (as defined
in the Purchase Agreement), the Investor may elect, in its sole discretion, to exchange all or some of the Preferred Stock then
held by the Investor for any securities or units (including Common Stock purchase warrants, if any) issued in such Subsequent
Financing on a $0.80 Stated Value of Preferred Stock for $1.00 new subscription amount basis based on the outstanding Preferred
Stock, along with any accrued but unpaid interest, liquidated damages and other amounts owing thereon. By way of example, if a
Purchaser’s Subscription Amount is $500,000 such that their Stated Value is $500,000, then the Purchaser shall have the
right to surrender the $500,000 of Stated Value of Preferred Stock in lieu of cash consideration in the subsequent offering of
$625,000.


 


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 (the “Purchase Agreement”)), 4.13(b) and 4.15 of the Purchase Agreement shall survive and be incorporated
by reference into this Agreement and the Preferred Stock and the shares underlying the Preferred Stock issuable hereunder shall
for all such purposes be deemed “Debentures”, “Securities”, “Conversion Shares” and “Underlying
Shares” as applicable and as used under such Securities Purchase Agreement as if the Preferred Stock 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.


 




    	9



    	 



    

 


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.


 


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.


 




    	10



    	 



    

 





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.


 


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.


 


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.






 




    	11



    	 



    

 


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 Exchange 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]


 




    	12



    	 



    

 


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:	                       






	 	Name:	      






	 	Title:	     



 




    	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: ________________________________________________________


 


Signature
of Authorized Signatory of Investor: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: _____________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


Address
for Notice to Investor:


 


 


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


 


 


Debentures
Surrendered: $_____________


 


Preferred
Stock (1.25 x principal amount of June II Debenture):___________


 


Preferred
Stock (1.25 x principal amount of June I Debenture):___________


 


Preferred
Stock (1.25 x principal amount of July Debenture):___________


 


Preferred
Stock (1.25 x principal amount of September I Debenture):___________


 


Preferred
Stock (1.25 x principal amount of September II Debenture):___________


 


 


[SIGNATURE
PAGES CONTINUE]


 






    	14