Exhibit 10.114


 


 





PREPAID FORWARD PURCHASE AGREEMENT


This Prepaid Forward Purchase Agreement
(as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this
“Agreement”), dated as of March 31, 2016 (the “Agreement Date”), is made
by and between Racine Funding Co, LLC, a New York limited liability company (“Purchaser”), on the
one hand, and Rennova Health, Inc., a Delaware corporation (“Rennova”), Biohealth Medical
Laboratory, Inc., a Florida corporation (“Biohealth”), and PB Laboratories, LLC, a Florida limited
liability company (“PB,” and collectively with Rennova and
Biohealth, jointly and severally, “Seller”), on the other hand. Christopher Eric Diamantis, an
individual who resides in Florida (“Diamantis”), is also a Party hereto and is referred to herein
as “Guarantor.” In consideration of the agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Purchaser, and Guarantor agree
as follows:


ARTICLE I


DEFINITIONS 



Section 1. Definitions.
The following terms shall have the following meanings when used in this Agreement:


“$” or “Dollars”
means United States Dollars.


“Agreement” has the meaning given to it
in the preamble to this Agreement.


“Agreement Date” has the meaning given
to it in the preamble to this Agreement.


“Agreement Termination”
means the elimination of any previously existing right or obligation created by the terms of this Agreement within the meaning
of Section 1234A of the IRC.


“Collateral” has the meaning given to
it in the Seller Security Agreement.


“Encumbrance” means
any (a) mortgage, pledge, lien, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance,
or other adverse claim against title of any kind; (b) purchase, option, call, or put agreement or arrangement; (c) subordination
agreement or arrangement; (d) prior sale, transfer, assignment, or participation by Seller of the Transferred Rights, the Proceeds,
or any interest in the Litigation; or (e) agreement or arrangement to create or effect any of the foregoing.


“Entity” means any
individual, partnership, corporation, limited liability company, association, estate, trust, business trust, governmental authority,
fund, investment account, or other person or entity.


“Guarantor Security Agreement”
means the security agreement of even date herewith, made by Guarantor for the benefit of Purchaser in connection with this Agreement.


“including” means including, but not limited
to.


“Indebtedness” means,
without duplication, all items that constitute (a) indebtedness for borrowed money or the deferred purchase price of property (other
than trade payables incurred in the ordinary course of business); (b) obligations arising under letter of credit facilities, bonds,
notes or other instruments; (c) all liabilities secured by any Encumbrance on any of Seller’s property (other than mechanics’,
repairmen’s or other like non-consensual statutory Encumbrances arising in the ordinary course of business with respect to
obligations that are not past due); and/or (d) all guarantees or other liabilities with respect to any indebtedness of any other
Entity.


“IRC” means the Internal Revenue Code
of 1986, as amended, and the regulations in effect thereunder.


“Late Payment Penalty” has the meaning
given to it in Section 2.2(b).


“Litigation” means
the cases captioned BioHealth Medical Laboratory, Inc. et al v. Connecticut General Life Insurance Company et al, Case No.
15-cv-23075, in the United States District Court for the Southern District of Florida; BioHealth Medical Laboratory, Inc. et
al v. Connecticut General Life Insurance Company et al, Case No. 16-10978, in the United States Court of Appeals for the Eleventh
Circuit; and BioHealth Medical Laboratory, Inc. et al v. Connecticut General Life Insurance Company et al, Case No. 16-cv-20807,
in the United States District Court for the Southern District of Florida, including the same matters if transferred to any other
jurisdictions or forums (arbitral, judicial, or otherwise), together with (a) any and all claims, suits, causes of action, proceedings,
and other rights relating to, or arising from, such matters, including those relating to Connecticut General Life Insurance Company
and Cigna Health and Life Insurance Company’s denial of claims for toxicology and other medical testing performed by Seller
and its affiliates, (b) any and all appellate proceedings, proceedings on remand, and enforcement, ancillary, parallel, or alternate
dispute resolution proceedings and processes arising out of or related to such matters, and (c) any additional cases, lawsuits,
arbitration matters, or other proceedings filed or initiated by or on behalf of Seller based upon the same or substantially similar
claims.


 






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“Litigation Counsel”
means Akerman LLP.


“Litigation Counsel Letter”
means the letter, in a form approved by Purchaser, from Seller to Litigation Counsel, and agreed to by Litigation Counsel, that
relates to the payment of the Proceeds to Purchaser pursuant to this Agreement.


“Party”
means each of Seller, Purchaser, and Guarantor, and Seller, Purchaser, and Guarantor are collectively referred to as the “Parties.”


“Proceeds” means
any and all proceeds, receivables, property, cash, and other consideration payable to, or on behalf of, Seller in connection with
the Litigation (whether by suit, judgment, settlement, or otherwise), including (a) any recovered attorneys’ fees and costs,
(b) any consequential, actual, punitive, exemplary, or treble damages on account thereof, and (c) any interest awarded or later
accruing on the foregoing. The Proceeds will be calculated and determined without taking into consideration and prior to deduction
of (i) any taxes payable by Seller in connection with the Proceeds, (ii) setoffs of any kind, including setoffs in respect of any
claim or counterclaim asserted against Seller by any Entity, or (iii) fees and/or expenses incurred in connection with the Litigation
or the collection of any Proceeds. If the Proceeds include non-cash components (e.g., shares of stock), Seller shall pay Purchaser
based on Proceeds including the cash value thereof, with such value expressly agreed to by Purchaser, or monetize said non-cash
Proceeds as soon as commercially reasonable in a manner expressly agreed to by Purchaser. For the avoidance of doubt, the Proceeds
do not include receivables owed by Connecticut General Life Insurance Company or Cigna Health and Life Insurance Company to Seller
and its affiliates that are not in connection with the Litigation.


“Purchase Price” means an amount equal
to $5,000,000.


“Purchaser” has the meaning given to it
in the preamble to this Agreement.


“Security Agreements” means the Guarantor
Security Agreement and the Seller Security Agreement.


“Seller Security Agreement”
means the security agreement of even date herewith, made by Seller for the benefit of Purchaser in connection with this Agreement.


“Seller” has the
meaning given to it in the preamble to this Agreement.


“Total Investment Return”
means an amount of the Proceeds equal to the sum of: (a) the greater of (i) an amount equal to the Purchase Price plus a 20% per
annum investment return thereon, accruing daily and compounding annually, and (ii) $5,500,000, plus (b) either (x) $250,000,
if paid in full along with payment in full of the amount set forth in the foregoing clause (a) within one hundred eighty (180)
days of the Agreement Date, or (y) $500,000, if paid in full along with payment in full of the amount set forth in the foregoing
clause (a) at any time after the date that is one hundred eighty (180) days after the Agreement Date, plus (c) the product
of (i) the Proceeds minus the amounts set forth in the foregoing clauses (a) and (b), multiplied by (ii) 20% (expressed as a decimal),
plus (d) the Late Payment Penalty, if any.


“Transaction Documents”
means, collectively, this Agreement, the Security Agreements, the Litigation Counsel Letter, and any other documents, instruments,
or certificates entered into or delivered in connection with this Agreement.


“Transferred Rights”
means all of Seller’s right, title, and interest in and to the Proceeds in an amount equal to the Total Investment Return.


ARTICLE II


TERMS OF INVESTMENT


Section 2.1. Purchase Price.
Purchaser agrees, on the Agreement Date, to pay the Purchase Price to Seller in immediately available funds pursuant to
“Seller’s Wire Instructions” set forth on Exhibit A. In consideration of the Purchase Price, Seller absolutely
assigns, conveys, sells, sets over, transfers, and warrants to Purchaser all rights, title, benefits, and interests of Seller
in and to the Transferred Rights, free and clear of any Encumbrance.


Section 2.2. Investment Return.


	(a)		Seller immediately will notify Purchaser of its receipt of any Proceeds (whether by
Litigation Counsel for Seller’s account or otherwise). Within three (3) business days of Seller (or Litigation Counsel)
receiving any Proceeds, Seller will pay (or cause to be paid) the Proceeds to Purchaser until an aggregate amount equal to the
Total Investment Return has been paid to Purchaser (together with all other unpaid fees and amounts, if any, payable to Purchaser
pursuant to the Transaction Documents) in immediately available funds in accordance with “Purchaser’s Wire Instructions”
set forth on Exhibit A. Seller agrees to satisfy its obligations hereunder prior to making any other payments from the
Proceeds to any other Entity, including Seller or Seller’s equity owners. All payments to Purchaser shall be made free of
any withholding, setoff, recoupment, or deduction of any kind except as required by law. In order to secure payment of the Proceeds
and as a condition to Purchaser’s entering into this Agreement, on or prior to the Agreement Date, (i) Seller has delivered
the Litigation Counsel Letter, which provides instructions for payment of the Proceeds that are consistent with the terms of this
Section 2.2, to Litigation Counsel and Litigation Counsel has agreed to the Litigation Counsel Letter, and (ii) Seller has delivered
the Litigation Counsel Letter to Purchaser as executed by Seller and Litigation Counsel.



 






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	(b)		If Seller defaults
                                         in the timely payment of the Total Investment Return in accordance with Section 2.2(a),
                                         then, until such defaulted amount shall have been paid in full (by either Seller or Guarantor),
                                         to the extent permitted by law, all amounts outstanding under this Agreement and the
                                         other Transaction Documents shall be subject to a late payment penalty, payable on demand,
                                         of 30.0% per annum, accruing daily and compounding annually (the “Late
                                         Payment Penalty”).



	(c)		If, as of the one
                                         (1) year anniversary of the Agreement Date, Seller has not paid the Total Investment
                                         Return to Purchaser for any reason (including that no Proceeds have been generated),
                                         (I) Seller shall pay the amount set forth in clause (a) of the definition of Total Investment
                                         Return (i.e., $6,000,000 less any amounts previously paid by Seller to Purchaser hereunder)
                                         to Purchaser as of such one (1) year anniversary in immediately available funds in accordance
                                         with “Purchaser’s Wire Instructions” set forth on Exhibit A,
                                         (II) the amounts set forth in clauses (b) and (c) of the definition of Total Investment
                                         Return shall remain due and owing to Purchaser (to the extent Proceeds are generated
                                         in excess of $6,000,000), and (III) the amount set forth in clause (d) of the definition
                                         of Total Investment Return shall remain due and owing to Purchaser (to the extent applicable).
                                         If Seller fails to satisfy the covenant set forth in the foregoing clause (I), (w) Guarantor
                                         shall, within one (1) business day after the one (1) year anniversary of the Agreement
                                         Date, pay the amount set forth in such clause (I) (i.e., $6,000,000 less any amounts
                                         previously paid by Seller to Purchaser hereunder) to Purchaser in immediately available
                                         funds in accordance with “Purchaser’s Wire Instructions” set forth
                                         on Exhibit A, (x) the amount set forth in clause (a) of the definition of Total
                                         investment Return shall remain due and owing to Purchaser to the extent Proceeds are
                                         generated (and, with respect to up to the first $6,000,000 of such Proceeds received
                                         by Purchaser from Seller, Purchaser shall promptly pay over such amount to Guarantor
                                         to the extent that Guarantor satisfied his obligation pursuant to the foregoing clause
                                         (w)), (y) the amounts set forth in clauses (b) and (c) of the definition of Total Investment
                                         Return shall remain due and owing to Purchaser (to the extent Proceeds are generated
                                         in excess of $6,000,000), and (z) the amount set forth in clause (d) of the definition
                                         of Total Investment Return shall remain due and owing to Purchaser (to the extent applicable).



Section 2.3. Agreement Termination.
This Agreement creates rights and obligations of each of the Parties. The Parties intend that any rights and obligations
created as a consequence of this Agreement shall terminate (within the meaning of Section 1234A of the IRC) upon Purchaser’s
receipt of the Total Investment Return in accordance with Section 2.2. For the avoidance of doubt, Article I, Article III, Section
4.5, Article V, and Article VI shall survive any such termination.


ARTICLE III


REPRESENTATIONS AND WARRANTIES


Section 3.1. Mutual Representations.
Each Party represents and warrants to the other Party as of the Agreement Date that:


	(a)		It has the power and authority to enter into and deliver this Agreement and the other
Transaction Documents and to perform its obligations under the Transaction Documents.



	(b)		The execution, delivery, and performance of the Transaction Documents by it does not
conflict with, and will not result in a violation of, (i) any of such Party’s organizational documents; (ii) any agreement
or other instrument that may be binding upon such Party or its assets or property; or (iii) any law, governmental regulation,
court decree, or order applicable to such Party or such Party’s assets or property.



	(c)		The Transaction Documents have been duly authorized, executed, and delivered by it,
and constitute the legal, valid, and binding obligations of it, as well as its successors and assigns, enforceable in accordance
with their respective terms.



	(d)		No notice to, registration with, consent of, or any other action by any Entity (including
any court) is or will be required for such Party to perform its obligations under the Transaction Documents.



 






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	(e)		It has engaged independent legal counsel and tax advisors, who have reviewed the Transaction
Documents and advised such Party about the applicable terms and obligations.



Section 3.2. Seller’s Representations.
Seller represents and warrants to Purchaser as of the Agreement Date that:


	(a)		Seller is duly organized, validly existing, and in good standing under the laws of
the jurisdiction of its organization; is duly qualified to do business in and is in good standing in every jurisdiction where
Seller is operating its business; and has all powers and all governmental licenses, authorizations, consents, and approvals required
to carry on its business as now conducted.



	(b)		Seller is the sole legal and beneficial owner of and has good title to the Litigation,
the Proceeds, and the Transferred Rights, free and clear of any Encumbrance (except for the Encumbrance in favor of TCA Global
Credit Master Fund, LP).



	(c)		There are no suits, investigations, or proceedings pending, or to the knowledge of
Seller, threatened, against Seller that may adversely affect it, the Litigation, the Proceeds, the Transferred Rights, or its
other assets.



	(d)		Seller has not received any payments or other distributions in connection with the
Litigation. Any payments to be made to Seller with respect to the Litigation or the Proceeds are not subject to any rights of
subordination or setoff.



	(e)		Seller has provided
                                         to Purchaser true, correct, and complete copies of (i) all material documents and other
                                         information relating to the Litigation that are necessary for Purchaser to sufficiently
                                         and effectively evaluate the merits of, the likelihood that Seller will prevail in, the
                                         level of damages to be awarded in, and the likelihood of Seller to collect from, the
                                         Litigation; and (ii) financial statements and other documents of Seller as filed with
                                         the Securities and Exchange Commission; provided, however, that Seller
                                         has not provided such documents and information to the extent that such disclosure would
                                         result in the loss of protection under the attorney-client privilege (“Excluded
                                         Information”). Even without the Excluded Information, Seller has provided
                                         Purchaser with sufficient information to evaluate the merits of, the likelihood that
                                         Seller will prevail in, the level of damages to be awarded in, and the likelihood to
                                         collect from, the Litigation. Seller reasonably believes that Seller will prevail in
                                         the Litigation. The documents and information delivered to Purchaser do not contain any
                                         untrue statement by Seller of a material fact or omit to state a material fact necessary
                                         to make the statements made therein not misleading.



	(f)		Before and after giving effect to the Transaction Documents, Seller is solvent and
has the economic capability to perform its obligations under the Transaction Documents.



	(g)		(i) Seller has no Indebtedness outstanding or (ii) (A) Seller has disclosed the material
terms of such Indebtedness in writing to Purchaser, (B) Seller is not in default under the documents governing such Indebtedness,
and (C) such Indebtedness is not secured by the Collateral (except for the Encumbrance in favor of TCA Global Credit Master Fund,
LP).



	(h)		Except for the Transaction Documents, Seller has not entered into any assignment,
financing, or other investment arrangement relating to the Litigation, the Proceeds, or the Transferred Rights.



	(i)		Seller has sole control of the Litigation and any settlement decisions related thereto
and will not delegate such control to any Entity.



	(j)		Purchaser has not provided Seller with any legal, tax, or investment advice regarding
selling the Transferred Rights or entering into the Transaction Documents. Seller is capable of evaluating and understanding the
terms, risks, and conditions of the transactions contemplated by the Transaction Documents.



	(k)		Seller brought and continues to pursue the Litigation in the exercise of its independent
judgment in consultation with its counsel. Purchaser has not prompted or encouraged initiation of any Litigation, and, regardless
of the existence of this Agreement, Seller would have brought and would continue to pursue the Litigation.



ARTICLE IV


COVENANTS 



Section 4.1. Preservation of Existence;
Compliance with Laws. Seller will preserve and maintain its existence, rights, franchises, and privileges in the jurisdiction
of its organization, and will qualify and remain qualified in good standing in each jurisdiction where failure to preserve and
maintain such existence, rights, franchises, privileges, and qualification could reasonably be expected to have a material adverse
effect on the Litigation, Seller’s financial condition, or the collection of any Proceeds. Seller will not, without the prior
written consent of Purchaser, (a) operate under any other name or (b) cease operations, liquidate, dissolve, merge into, or consolidate
with any other Entity.


 






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Section 4.2. Information.
Seller agrees and undertakes to keep Purchaser informed about the progress of the Litigation and the collection of the Proceeds,
including providing sufficient details to enable Purchaser to continue to evaluate the merits of, the likelihood that Seller will
prevail in, the level of damages to be awarded in, and the likelihood of Seller to collect from, the Litigation. Seller has irrevocably
instructed Litigation Counsel to provide Purchaser with all material non-privileged information in connection with the Litigation
(including copies of documents filed in connection with the Litigation) as soon as practicable. Promptly after becoming aware thereof,
Seller will inform Purchaser of any event that could reasonably be expected to have a material adverse effect on the Litigation
or the collection of any Proceeds. In addition, Seller agrees to provide to Purchaser any documentation or information reasonably
requested by Purchaser that relates to the transaction contemplated by this Agreement or Seller’s business, including bank
statements, audited and unaudited financial statements, and tax returns, in each case promptly following each request by Purchaser.


Section 4.3. Litigation.
At all times, Seller will maintain complete control of the Litigation and any settlement decisions related thereto. Seller
will consult with Purchaser before accepting or rejecting any settlement offer in connection with the Litigation, but Seller will
have no obligation to follow Purchaser’s advice. Seller will: (a) use its best efforts to enforce its rights and prosecute
the Litigation with all due skill, care, and speed; (b) use its best efforts to prevail in the Litigation; (c) use its best efforts
to obtain an outcome in the Litigation that maximizes the amount of Proceeds; (d) use its best efforts promptly to collect any
Proceeds payable in connection with the Litigation; and (e) cause its members, managers, directors, partners, shareholders, officers,
executives, employees, and agents to promptly and fully assist Litigation Counsel as reasonably necessary in connection with the
foregoing; provided, however, that nothing in this Agreement shall require Seller to continue the Litigation to the extent
Seller reasonably determines that the Litigation no longer has merit. To the extent not paid by the Purchase Price or otherwise
covered or advanced by Litigation Counsel, Seller will be responsible for the prompt payment of any and all fees, costs and expenses
necessary to prosecute the Litigation to a successful completion.


Section 4.4. Default.
Seller shall promptly notify Purchaser of any default under the Transaction Documents.


Section 4.5. True Sale.
Seller and Purchaser intend and agree that the transactions contemplated by the Transaction Documents shall constitute a true sale
and absolute transfer of the Transferred Rights to Purchaser, thereby providing Purchaser with the full risks and benefits of ownership
of the Transferred Rights, and each of Seller and Purchaser agrees that the transactions contemplated by the Transaction Documents
shall be reflected on their respective books and records in a manner consistent with this intent and agreement. Notwithstanding
that Seller and Purchaser intend that this transaction be a true sale, in an abundance of caution, in the event that such sale
and assignment ever is characterized as a loan or other financial accommodation and not as a true sale, or that such sale shall
for any reason be ineffective or unenforceable as such, each as determined in a judicial, administrative or other proceeding (any
of which, a “recharacterization”), Seller is entering into the Seller Security Agreement to grant to Purchaser a security
interest in the Collateral.


ARTICLE V


INDEMNIFICATION 



Section 5.1. Indemnification and
Repurchase. Seller shall indemnify, defend, and hold Purchaser and its officers, directors, managers, agents, partners,
members, shareholders, controlling entities, and employees (collectively, “Indemnitees”), harmless from and against any liability, claim, cost, loss, judgment, damage, or expense (including
reasonable attorneys’ fees and expenses) (“Losses”) that any Indemnitee incurs or suffers (a)
as a result of, or arising out of, a breach of any of Seller’s representations, warranties, covenants, or agreements in
the Transaction Documents, and/or (b) in connection with the Litigation, including as a result of third-party discovery proceedings.
In addition, in the event of (i) a breach of any of Seller’s representations and warranties in the Transaction Documents,
or (ii) a breach of any of Seller’s covenants or agreements in the Transaction Documents that continues unremedied for a
period of ten (10) business days after written notice thereof (or three (3) business days, with respect to a default in the payment
of any amount owed under the Transaction Documents), Purchaser shall have the right, in addition to any other rights or remedies,
to require Seller to repurchase the Transferred Rights for an amount equal to (x) the Purchase Price less any amounts thereof
already paid to Purchaser, plus (y) interest on the Purchase Price at a rate of 30.0% per annum, accruing daily and compounding
annually, plus (z) any Losses resulting from or arising out of such breach.


 






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ARTICLE VI


MISCELLANEOUS 


Section 6.1. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any principles
of law that would require the application of the laws of another state).


Section 6.2. Income Tax Treatment.
For income tax purposes, the transaction set forth herein shall be considered and treated as a prepaid forward contract, and in
any event does not represent indebtedness for federal income tax purposes. Each Party will be responsible for the payment of its
own income tax liabilities incurred in connection with the Transaction Documents in a manner consistent with such treatment. To
the maximum extent permitted by law, the payment of the Total Investment Return to Purchaser shall constitute an Agreement Termination
resulting in a disposition of any assets created or transferred as a result of this Agreement. Seller will not issue any Form 1099
to Purchaser in connection with payments made to Purchaser under this Agreement.


Section 6.3. Relationship of the Parties;
Election Out of Partnership Status. The relationship between Seller, on the one hand, and Purchaser, on the other,
shall be that of seller and buyer. Neither is a trustee or agent for the other, nor does either have any fiduciary obligations
to the other. This Agreement and the other Transaction Documents are not intended to create, and shall not be construed to create,
a joint venture or a relationship of partnership or an association for profit between or among Seller and Purchaser or any other
Entity. Notwithstanding any provision herein that this Agreement and operations hereunder shall not constitute a partnership, if,
for federal income tax purposes, this Agreement and the operations hereunder are regarded as a partnership (the “Partnership”),
each Party hereby affected elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter
1, Subtitle “A”, of the IRC as permitted and authorized by IRC Section 761 and the regulations promulgated thereunder.
Purchaser is authorized and directed to execute on behalf of the Partnership such evidence of this election as may be required
by the Secretary of the Treasury of the United States or the Internal Revenue Service. Should there be any requirement that each
Party hereby affected give further evidence of this election, each Party shall execute such documents and furnish such other evidence
as may be required by the Internal Revenue Service or as may be necessary to evidence this election. No Party shall give any notices
or take any other action inconsistent with the election made hereby. In making the foregoing election, each Party states that the
income derived by such Party from operations hereunder can be adequately determined without the computation of partnership taxable
income.


Section 6.4. Arbitration.
Any controversy or claim arising out of or relating to this Agreement or any other Transaction Document, or the breach thereof,
shall be settled by confidential arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
For the avoidance of doubt, the Parties agree that even claims for emergency equitable relief, such as a temporary restraining
order, may be sought only in arbitration pursuant to this Section 6.4. The arbitrator will have the authority to: (a) compel adequate
discovery for the resolution of the dispute, (b) award any and all remedies that any Entity would be entitled to seek in a court
of law, and (c) determine its own jurisdiction by interpreting the scope of this arbitration clause and whether a controversy or
claim arises out of or relates to this Agreement or any other Transaction Document. Notwithstanding the foregoing, this Section
6.4 shall not limit the right of Purchaser, as a secured party, to: (i) exercise self-help remedies, such as but not limited to,
setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any
judicial or power of sale rights; or (iv) act in a court of law to obtain an interim remedy, such as, but not limited to, writ
of possession or appointment of a receiver, or additional or supplementary remedies. The prevailing party in any arbitration pursuant
to this Section 6.4, as determined by the arbitrator, shall be entitled to recover its reasonable attorneys’ fees, expert
witness fees, costs, and expenses incurred in connection with the arbitration, in addition to any other relief to which such prevailing
party may be entitled. By agreeing to binding arbitration, the Parties irrevocably and voluntarily waive any right they may have
to a trial by jury in respect of any claim arising out of or relating to this Agreement or any other Transaction Document, or the
breach thereof. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any claim is not
arbitrated, the Parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such claim.
WHETHER A CLAIM IS DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND
THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.


 






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Section 6.5. Confidentiality.
The Parties agree that the existence of this Agreement and any other Transaction Document, and the fact of and details surrounding
the relationship between the Parties reflected by the Transaction Documents, shall be held in strictest confidence unless the Parties
agree in writing to disclose certain information (including for strategic benefit in the Litigation) or as otherwise required by
applicable law. The Parties agree that the Transaction Documents may not be used in connection with, or as the basis of documents
for, any other transaction by Seller (other than a transaction with Purchaser), Seller’s counsel, or any of Seller’s
officers, directors, managers, agents, partners, members, shareholders, controlling entities, and employees.


Section 6.6. Mutual Drafting.
The Transaction Documents will be deemed to have been jointly drafted by the Parties and no provision shall be interpreted or construed
for or against either Party because such Party actually or purportedly prepared or requested such provision, any other provision
or the Transaction Documents as a whole.


Section 6.7. Transfers. 


	(a)		At any time after
                                         payment by Purchaser of the Purchase Price, Purchaser may freely sell, assign, participate,
                                         or otherwise transfer (each, a “Transfer”) all of its rights
                                         and obligations under the Transaction Documents.



	(b)		Without Purchaser’s prior written consent, Seller shall not cause or permit
any Encumbrances on (except for the Encumbrance in favor of TCA Global Credit Master Fund, LP), enter into any financing or hedging
arrangement with respect to, or Transfer any of its interests in, the Litigation, the Proceeds, the Transferred Rights, or any
other Collateral.



	(c)		Seller shall not Transfer any of its rights or obligations in the Transaction Documents.



	(d)		The Transaction Documents, including the representations, warranties, covenants, and
indemnities contained in this Agreement, shall inure to the benefit of, be binding upon, and be enforceable by and against the
Parties and their respective successors and permitted assigns.



Section 6.8. Costs and Expenses.
Each Party will pay such Party’s own costs and expenses incurred in connection with this Agreement and the other Transaction
Documents. Seller will pay Purchaser’s costs and expenses incurred in connection with enforcing Seller’s obligations
under the Transaction Documents.


Section 6.9. Amendment; Waiver.
No amendment of any provision of the Transaction Documents shall be effective unless it is in writing and signed by the Parties,
and no waiver of any provision of the Transaction Documents, nor consent to any departure by any Party from it, shall be effective
unless it is in writing and signed by the affected Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the part of a Party to exercise, and no delay in exercising,
any right or remedy under this Agreement shall operate as a waiver by such Party, nor shall any single or partial exercise of any
right or remedy under the Transaction Documents preclude any other or further exercise thereof or the exercise of any other right
or remedy. The rights and remedies of each Party provided herein and in the other Transaction Documents (a) are cumulative and
are in addition to, and are not exclusive of, any rights or remedies provided by law and (b) are not conditional or contingent
on any attempt by such Party to exercise any of its rights or remedies under any other related document or against the other Party
or any other Entity.


Section 6.10. Entire Agreement.
This Agreement, the Security Agreements, and any and all other Transaction Documents embody the final, entire agreement of the
Parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or
oral, relating to the subject matter hereof and shall not be contradicted or varied by evidence of prior, contemporaneous, or subsequent
oral agreements or discussions of the parties hereto.


Section 6.11. Further Assurances.
Each Party agrees to (a) execute and deliver, or cause to be executed and delivered, all such other and further agreements, documents,
and instruments and (b) take or cause to be taken all such other and further actions as the other Party may reasonably request
to effectuate the intent and purposes, and carry out the terms, of this Agreement and the other Transaction Documents.


Section 6.12. Severability; Construction.
If any provision of this Agreement or the other Transaction Documents is held invalid, the remainder of this Agreement and the
other Transaction Documents shall nevertheless remain in full force and effect, and the application of such provision to one Party
or circumstance shall not render that provision invalid or unenforceable as to any other Party or circumstance. If feasible, any
such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; provided, however,
that if the offending provision cannot be so modified, it shall be stricken and all other provisions of the Transaction Documents
in all other respects shall remain valid and enforceable. If, for any reason, any provision of the Transaction Documents is invalidated
in a way that reduces the amount of the Transferred Rights payable to Purchaser, then the Parties agree to promptly modify the
Transaction Documents in a way that will allow Purchaser to receive payments equal to the lesser of (a) the maximum amount permitted
by law and (b) the Transferred Rights. The Transaction Documents shall be construed in such a manner as to give full force and
effect to all provisions of this Agreement and the other Transaction Documents; provided, however, that in the event of
any irreconcilable conflict between the terms and provisions contained in this Agreement and in any of the other Transaction Documents,
the terms and provisions of this Agreement shall control. Section or other headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Agreement.


 






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Section 6.13. Survival.
All representations, warranties, covenants, indemnities, and other provisions made by the Parties shall be considered to have been
relied upon by the Parties, and shall survive the execution, delivery, and performance of the Transaction Documents.


Section 6.14. Notices.
All notices given pursuant to the Transaction Documents shall be in writing and shall be deemed effective upon: (a) personal delivery
to the Party to be notified; (b) in the case of e-mail, upon the receiving Party of such e-mail acknowledging receipt in writing;
or (c) one (1) business day after deposit with a nationally recognized overnight courier for next business day delivery with written
verification of receipt. Communications shall be sent to the appropriate addresses as set forth on Exhibit A, or to such
e-mail address or address as subsequently modified by written notice given in accordance with this Section 6.14.


Section 6.15. Counterparts.
This Agreement and the other Transaction Documents may be executed in multiple counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument. Transmission by facsimile, electronic mail or other form of
electronic transmission of an executed counterpart of any Transaction Document shall be deemed to constitute due and sufficient
delivery of such counterpart. Each fully executed counterpart of this Agreement and any other Transaction Document shall be deemed
to be a duplicate original.


 


[Signature Page Follows]


 







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IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the Agreement Date.


 


SELLER: 


RENNOVA HEALTH, INC.


 


 


By:                         


Name: 


Title: 


 


 


BIOHEALTH MEDICAL LABORATORY, INC.


 


By:                     


Name: 


Title: 





 


 


PB LABORATORIES, LLC


 


By:                     


Name: 


Title: 



 


 


PURCHASER: 


RACINE FUNDING CO, LLC


 


By:                     


Name: 


Title: 


 


 


GUARANTOR:


 


 


                              


Christopher
Eric Diamantis


 


 


 


 


 


 


 


 


 


 




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