Exhibit 10.115


 





FORM OF


EXCHANGE AGREEMENT


 


EXCHANGE AGREEMENT
(the “Agreement”) is made as of the ___ day of July 2016, by and between Rennova Health, Inc., a
Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).


 


WHEREAS, on
December 30, 2015, pursuant to that certain Registration Statement on Form S-1, File No. 208157, the Company offered to the Investor
Class A Units consisting of one share of common stock, par value $0.01 per share (the "Common Stock"),
and a warrant to purchase one share of common stock (the "Class A Units") and Class B Units consisting
of one share of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"),
and warrants to purchase 645.1613 shares of Common Stock (the "Class B Units") (the warrants issued pursuant
to the Class A Units and the Class B Units, collectively, the "Original Warrants");


 


WHEREAS, the
Investor currently owns the number of shares of Series C Preferred Stock and Original Warrants as set forth on the Investor’s
signature page attached hereto;


 


WHEREAS, in
exchange for such number of shares of Series C Preferred Stock and Original Warrants held by the Investor, the Company desires
to issue to the Investor (i) shares of Series G Convertible Preferred Stock, par value $0.01 per share, with substantially such
terms as set forth in the attached Exhibit A (the "Series G Preferred Stock"), and (ii) warrants
with substantially such terms as set forth in the attached Exhibit B (the "New Warrants"), to purchase
shares of Common Stock (the Series G Preferred Stock and the New Warrants, collectively, the "Exchange Securities");


 


WHEREAS, the
Company and the Investor acknowledge that the issuance of certain shares of Common Stock underlying the Series G Preferred Stock
and the New Warrants is subject to the approval of the stockholders of the Company pursuant to the limitations imposed by the Nasdaq
Stock Market; and


 


WHEREAS, the
exchange of the Original Warrants and the Series C Preferred Stock 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 Warrants and the Series C Preferred Stock
for the Exchange Securities, with the number of Exchange Securities to be determined in accordance with the calculations set forth
on the attached Exhibit C. Subject to the conditions set forth below, the Exchange shall take place at the offices of Akerman
LLP, Three Brickell City Centre, 98 Southeast Seventh Street, Miami, Florida 33131, on the later of (i) the third Trading Day
(as defined below) after the date hereof or (ii) the date of consummation of the Public Offering (as defined below), or at such
other time and place as the Company and the Investor mutually agree (the “Closing” and the “Closing
Date”). At the Closing, the following transactions shall occur (such transactions in this Section 1, the “Exchange”):


 


 


 






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


 


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


 


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


 


2.Stockholder
Approval. The Company represents and warrants to the Investor that stockholders holding shares representing a majority of the
total voting power of the capital stock of the Company have approved, by written consent, dated July 6, 2016, the issuance
by the Company of the Exchange Securities pursuant to this Agreement. The Company covenants and agrees, promptly upon the consummation
of the Public Offering (as defined below), to file a preliminary information statement with regard to such written consent pursuant
to Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), with
the Securities and Exchange Commission and thereafter, as promptly as is reasonably practicable, to send the definitive information
statement to all stockholders of the Company as of the record date for the written consent ("Record Date").
Such written consent shall be effective 20 calendar days after the definitive information statement is sent to all stockholders
as of the Record Date (the "Effective Date"). In the event that the Effective Date has not occurred on
or prior to September 30, 2016, commencing thereafter, to the extent that the Investor is unable to convert any Series G Preferred
Stock or exercise any New Warrants because of the Exchange Cap (as defined therein) limitations included therein, the Investor
may require the Company to pay to the Investor, within three (3) Trading Days of the applicable attempted conversion or exercise,
as the case may be, cash by wire transfer of immediately available funds, in exchange for cancellation of the applicable portion
of the Series G Preferred Stock subject to conversion or New Warrants subject to exercise, as the case may be, which cash amount
for each share of Common Stock that the Company is unable to deliver pursuant to the Conversion Cap therein shall be equal to the
highest trading price of the Common Stock in effect at any time during the period beginning on the applicable conversion or exercise
date, as the case may be, and ending on the date the Company makes the payment provided for in this sentence.


 


3.Closing Conditions.


 


3.1Conditions
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.


 


 


 


 


 






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(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 they may reasonably request.


 


(e)Registration
Statement. The Registration Statement on Form S-1 (Registration No. 333-211515) (the "Registration Statement")
shall have been declared effective and the offering pursuant to the Registration Statement (the "Public Offering")
shall have been consummated on or before September 30, 2016.


 


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


 


3.2Conditions
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.


 


(d)Registration
Statement. The Registration Statement shall have been declared effective and the Public Offering shall have been consummated.


 


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


 


4.1Organization,
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.


 


 


 


 






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4.2Authorization.
Other than the filing and delivery of the Information Statement to all stockholders as of the Record Date, all corporate action
on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of
this Agreement and the performance of all obligations of the Company hereunder, and the authorization (or reservation for issuance
of), the Exchange, and the issuance of the Exchange Securities and the shares of Common Stock issuable upon conversion of the Series
G Preferred Stock and exercise of the New Warrants (collectively, the “Securities”) have been taken on
or prior to the date hereof.


 


4.3Valid Issuance
of the Securities.  The Series G Preferred
Stock, the New Warrants and the shares of Common Stock issuable upon conversion or exercise thereof, as applicable, when issued
and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly
issued, fully paid and nonassessable. Subject to the truth and accuracy of the Investor’s representations set forth in Section
5 of this Agreement, the Exchange Securities and the shares of Common Stock issuable thereunder (assuming cashless exercise of
the New Warrants) are freely tradeable without the need for registration under the 1933 Act and shall not be required to bear
any 1933 Act legend.







 


4.4Offering.
Subject to the truth and accuracy of the Investor’s representations set forth in Section 5 of this Agreement, the offer and
issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the 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.


 


4.5Compliance
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.


 


4.6Consents; 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.


 


4.7Acknowledgment
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
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 1933 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 1934 Act). 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.


 


4.8Absence of
Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, selfregulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company,
the Securities or any of the Company’s officers or directors in their capacities as such.


 


4.9No 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.


 


 


 


 






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4.10Validity;
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.


 


4.11Disclosure.
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 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.


 


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


 


5.1Authorization.
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.


 


5.2Accredited
Investor Status; Investment Experience. The Investor is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D. The Investor can bear the economic risk of its investment in the Securities, and has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the
Securities.


 


5.3Reliance 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.


 


5.4Information.
The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and issuance of the Securities which have been requested by the Investor. The
Investor has had the opportunity to review the Company's filings with the Securities and Exchange Commission. The Investor and
its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect
the Investor’s right to rely on the Company’s representations and warranties contained herein. The Investor understands
that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor
is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents
or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities and the transactions
contemplated by this Agreement.


 


 


 


 






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5.5No 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.


 


5.6Validity; 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.


 


5.7Ownership
of Original Warrants and Series C Preferred Stock. 
The Investor owns and holds, beneficially and of record, the entire right, title, and interest in and to the Original Warrants
and Series C Preferred Stock set forth on the signature page hereto free and clear of all rights and Liens (as defined below).
The Investor has full power and authority to transfer and dispose of the Original Warrants and Series C Preferred Stock to the
Company free and clear of any right or Lien. Other than the transactions contemplated by this Agreement, there is no outstanding
vote, plan, pending proposal, or other right, of any Person to acquire all or any part of the Original Warrants, the Series C
Preferred Stock or any shares of Common Stock issuable upon exercise of the Original Warrants or conversion of the Series C Preferred
Stock. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien,
pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest
or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of
law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.


 


5.8No Consideration
Paid. No commission or other remuneration has been paid by the Investor (or any of its agents or affiliates) to the Company
related to the Exchange.


 


 


 


 






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6.Additional
Covenants.


 


6.1Disclosure.
The Company shall, on or before 5:30 p.m., New York City time, on the first business day after the date of this Agreement, issue
a Current Report on Form 8-K (collectively, the “8-K Filing”) disclosing all material terms of the transactions
contemplated hereby and attaching a form of this Agreement, a form of certificate of designation with respect to the Series G Preferred
Stock 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 its affiliates, on the other hand, shall
terminate.


 


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


 


6.3Registered
Characteristics. Subject to the truth and accuracy of the Investor’s representations set forth in Section 5 of this Agreement,
the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Exchange Securities (assuming cashless
exercise of the New Warrants) take on the registered characteristics of the Series C Preferred Stock and Original Warrants and
the Company agrees not to take a position to the contrary.


 


6.4Transfer
Restrictions. Other than this Agreement, the Investor agrees not to transfer, exercise, convert or grant to any other
party any interest in the Original Warrants or any Series C Preferred Stock from the date hereof through the earlier of (a)
the Closing Date and (b) September __, 2016. From the date hereof until September 30, 2016, the Investor agrees, on behalf of
itself and each affiliate (as defined in Rule 405 under the 1933 Act) of such Investor which (x) had knowledge of the
transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or
information concerning such Investor’s investments, including in respect of the Exchange Securities, or (z) is subject
to such Investor’s review or input concerning such affiliate’s investments or trading (collectively,
“Trading Affiliates”), not to sell, dispose or otherwise transfer (a) a number of shares of the
Investor’s Series G Preferred Stock (or shares of Common Stock thereunder) in excess the aggregate number of shares of
Series G Preferred Stock held by the Investor less the number of shares of Lock-Up Series G Preferred Stock (as defined in
Exhibit C) held by the Investor or (b) a portion of the New Warrants (or the shares of Common Stock thereunder) in excess of
the aggregate amount of New Warrants held by the Investor less the Lock-Up Exchange Warrants (as defined in Exhibit C) held
by the Investor. The Company shall not be permitted to amend or waive any trading restriction in any other Agreements with
Other Investors (as defined in Section 7.6) in a manner that is less restrictive to the any Other Investor(s) unless,
prior thereto, the Company has provided written notice of such amendment or waiver to the Investor and the Company has agreed
to similarly and proportionally amend or waive the terms of this Section 6.4.


 


6.5Blue 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.


 


 


 


 


 






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6.6Fees 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.


 


7.Miscellaneous.



 


7.1Successors
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.


 


7.2Governing 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.


 


7.3Titles 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.


 


7.4Notices.
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: _______________________________


E-mail:__________________________________


 


 


 











 






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With a copy to:


 


Akerman LLP


Three Brickell City Centre


98 Southeast Seventh Street, Suite
1100


Miami, Florida 33131


Telephone: (305) 982-5560


Facsimile: (305) 374-5095


Email: tom.cookson@akerman.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.


 


7.5Finder’s
Fees. Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection
with this transaction. The Investor shall indemnify and hold harmless the Company from any liability for any commission or compensation
in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for
which the Investor or any of its officers, partners, employees or representatives is responsible. The Company shall indemnify and
hold harmless the Investor from any liability for any commission or compensation in the nature of a finders’ fee (and the
costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 


7.6Amendments
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.


 


7.7Severability.
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.


 


7.8Entire 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.


 


7.9Counterparts.
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.


 


 


 


 






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7.10Interpretation.
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.


 


7.11No 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.


 


7.12Survival.
The representations, warranties and covenants of the Company and the Holder contained herein shall survive the Closing and delivery
of the Securities.


 


7.13Further 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.


 


7.14No 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.


 


7.15Independent
Nature of Investor’s Obligations and Rights. The obligations of the Investor under this Agreement are several and not
joint with the obligations of any other holder of Original Warrants or Series C Preferred Stock (each, an “Other Investor”),
and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any agreement
(whether similar to this agreement or otherwise) (each, an “Other Agreement”). Nothing contained herein
or in any Other Agreement, and no action taken by the Investor pursuant hereto, shall be deemed to constitute the Investor and
Other Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the
Investor and Other Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or any Other Agreement and the Company acknowledges that, to the best of its knowledge, the Investor
and the Other Investors are not acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Agreement or any Other Agreement. The Company and the Investor confirm that the Investor has independently participated
in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Investor shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement,
and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose.


 


7.16Equal
Treatment Acknowledgement; Most Favored Nations; Effectiveness and Termination. Other than Section 6.6, the
Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any
Person with respect to any consent, release, amendment, settlement or waiver relating to the Exchange (each
a “Settlement Document”), is or will be more favorable to such Person than those of the Investor
and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document that
contains terms more favorable to a Person other than the Investor than this Agreement, then the terms and conditions of this
Agreement shall be, without any further action by the Investor or the Company, automatically amended and modified in an
economically and legally equivalent manner such that the Investor shall receive the benefit of the more favorable terms
and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the
Company at any time the Investor may elect not to accept the benefit of any such amended or modified term or condition, in
which event the term or condition contained in this Agreement shall apply to the Investor as it was in effect immediately
prior to such amendment or modification as if such amendment or modification never occurred with respect to the Investor. The
provisions of this Section 7.16 shall apply similarly and equally to each Settlement Document. This Agreement shall only be
effective upon the execution of all Other Agreements by all Other Investors and the consummation of the Public Offering with
gross proceeds of at least $8.6 million. In the event that the Public Offering is not consummated on or before September 30, 2016,
the Investor shall have the right to terminate this Agreement which shall be of no further force or effect.


 


[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:_____________________________________

Name: __________________________________

Title:____________________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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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.


 


INVESTOR 


 


[________________]


 


By:_________________________________

Name: ______________________________

Title:________________________________


 


Address for Notices:

____________________________________

____________________________________




Fax#: _______________________________

SSN or EIN#:__________________________


 


Aggregate number of Original Warrants:

____________________________________


 


Aggregate number of shares of Series C Preferred Stock:

____________________________________


 


DWAC Instructions:


 


 


 


 


 


 


 


 


 






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Exhibit C


 


The number of shares of Series G Preferred
Stock (with a Conversion Price equal to the Market Price) to be issued to the Investor pursuant to the Exchange Agreement shall
equal the sum of (x) the number of shares of Series C Preferred Stock held by the Investor immediately prior to the date of execution
of the Exchange Agreement and (y) the quotient determined by dividing (A) 75% of the Original Securities Value Shortfall by (B)
$1,000 (the Series G Preferred Stock referred to in clause (y) above, the “Lock-Up Series G Preferred Stock”).


 


The number of New Warrants (with an Exercise
Price equal to the Market Price) to be issued to the Investor pursuant to the Exchange Agreement shall equal (x) the number of
Original Warrants held by the Investor immediately prior to the date of execution of the Exchange Agreement and (y) the quotient
determined by dividing (A) 25% of the Original Securities Value Shortfall by (B) the Black Scholes Value of each New Warrant (the
New Warrants referred to in clause (y) above, the “Lock-Up Exchange Warrants” and together with the Lock-Up
Series F Preferred Stock, the “Lock-Up Exchange Securities”).


 


As used above, capitalized terms shall
have the following definitions:


 


“Black Scholes Value”
means the value of each applicable warrant based on the Black-Scholes Option Pricing Model obtained from the "OV" function
on Bloomberg determined as of the trading date immediately following the announcement of the transactions contemplated by the Underwriting
Agreement, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of such date, (ii) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg as of such date, (iii) the underlying price per share used in such calculation
shall be the Market Value, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


“Market Price” means
the purchase price per share at which each share of Common Stock (and corresponding warrants) are to be issued pursuant to the
Underwriting Agreement.


 


“Original Securities Value Shortfall”
means the sum of the Preferred Stock Value Shortfall and the Warrant Value Shortfall.


 


“Preferred Stock Value Shortfall”
means the product of (x) the stated value of the Series C Preferred Stock held by the Investor and (y) the Black Scholes Value
of each warrant to be issued pursuant to the Underwriting Agreement.


 


“Warrant Value Shortfall”
means the dollar amount calculated by multiplying (x) the number of Original Warrants held by the Investor, by (y) the Black Scholes
Value of each warrant to be issued pursuant to the Underwriting Agreement.


 


 


 


 


 






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