EXHIBIT 4.1


 


RENNOVA HEALTH, INC.

WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT
(this “Warrant Agreement”) made as of July 19, 2016 (the “Issuance Date”), among Rennova Health,
Inc., a Delaware corporation (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”),
and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare,
“Warrant Agent”).


 


WHEREAS, the Company
is engaged in a public offering (the “Offering”) of units of Common Stock and Warrants and units of Series F Convertible
Preferred Stock and Warrants; and


 


WHEREAS, in connection
with the Offering, the Company has determined to issue and deliver up to 19,115,000 Warrants plus Warrants to purchase up to an
additional 2,867,250 Warrants to cover over-allotments (collectively, the “Warrants”) with each such Warrant evidencing
the right of the holder thereof to purchase one share of common stock, par value $.01 per share, of the Company’s Common
Stock (the “Common Stock”) for $0.45, subject to adjustment as described herein; and


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-211515
on Form S-1 (as the same may be amended from time to time, the “Registration Statement”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities, the Warrants issuable in
the Offering and the Common Stock issuable upon exercise of such Warrants, and such Registration Statement was declared effective
on July 13, 2016; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants (each,
a “Holder”); and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid and binding obligations of the Company, and to authorize the
execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth
in this Warrant Agreement (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations
or relationship of agency or trust with any of the Holders.


 


2.Warrants.


 


2.1Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto (the “Form
of Warrant”), the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of,
the Chief Executive Officer, President, Chief Financial Officer or Treasurer, and the Secretary or Assistant Secretary of the Company
and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Warrants shall
initially be represented by one or more book-entry certificates (each a “Book-Entry Warrant Certificate”).


 


 






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2.2Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect
and may not be exercised by a Holder.


 


2.3Registration.


 


2.3.1Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”), for the registration of the original issuance
and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective Holders in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. To the extent the Warrants are DTC eligible as of the Issuance Date, all of the
Warrants shall be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry
Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by
the Depository or its nominee for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry
records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.


 


If the Warrants are
not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available
for the Warrants, the Company may instruct the Warrant Agent to make other arrangements for book-entry settlement within ten (10)
Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Company does not make
alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is
no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon
receipt of instructions from the Company, to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant
Certificate, and the Company shall instruct the Warrant Agent to deliver to the Holders definitive Warrant Certificates in physical
form evidencing such Warrants. Such definitive Warrant Certificates shall be in substantially the form annexed hereto as Exhibit
A.


 


As used herein, the
term “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the
United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental
action to close.


 


2.3.2Beneficial
Owner; Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered
holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose
of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant
Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner”
thereof; provided, that all such beneficial interests shall be held through a Participant which shall be the registered
holder of such Warrants. As used herein, the term “Holder” refers only to a registered holder of the Warrants.


 


 






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2.4Uncertificated
Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated
form.


 


2.5Opinion of
Counsel. The Company shall provide an opinion of counsel to the Warrant Agent prior to the issuance of the Warrants to set
up a reserve of Warrants and related Common Stock. The opinion shall state that all Warrants or Common Stock, as applicable, are:


 


(a)registered under
the Securities Act of 1933, as amended, or are exempt from such registration, and all appropriate state securities law filings
have been made with respect to the Warrants or shares; and


 


(b)validly issued,
fully paid and non-assessable.


 


3.Terms and
Exercise of Warrants.


 


3.1Exercise Price.
Each Warrant shall, when countersigned (by either manual or facsimile signatures) by the Warrant Agent, entitle the Holder, subject
to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $0.45 per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The
term “Exercise Price” as used in this Warrant Agreement refers to the price per share at which Common Stock may be
purchased at the time a Warrant is exercised.


 


3.2Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the Issuance
Date and terminating at 5:00 P.M., New York City time, on July 19, 2021 (“Expiration Date”). Each Warrant
not exercised on or before the Expiration Date shall be automatically exercised via cashless exercise pursuant to the terms
thereof and the securities from such automatic exercise shall be issued in the name of the Holder as it appears in the
Warrant Register and shall be delivered in a manner as may be reasonably acceptable to the Warrant Agent.


 


3.3Exercise of
Warrants.


 


3.3.1Exercise
and Payment. A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any Business
Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate actions department (i) the
Warrant Certificate evidencing the Warrants to be exercised, if applicable, or in the case of a Book-Entry Warrant Certificate,
the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the
Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,
(ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (a “Notice of Exercise”), properly
completed and executed by the Holder in the form annexed to the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) within three Trading Days
of the date such Notice of Exercise is delivered, the Exercise Price for each Warrant to be exercised in lawful money of the United
States of America by certified or official bank check or by bank wire transfer in immediately available funds, or, if available,
pursuant to the cashless exercise procedure specified in Section 2(c) of the Form of Warrant. The Warrant Agent shall have no duty
or obligation to determine the validity or completeness of any Notice of Exercise or to deliver an objection to a Notice of Exercise
to any Holder. Notwithstanding anything to the contrary in the Form of Warrant, the Holder shall be required to physically surrender
a Warrant Certificate in physical form in order to exercise any portion of such Warrant Certificate.


 


 






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If any of (A) the
Warrant Certificate, if applicable, or the Book-Entry Warrants, or (B) the Notice of Exercise, is received by the Warrant
Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and
exercised on the Business Day next succeeding the specified Exercise Date. If the date specified as the Exercise Date is not a
Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the
Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds
delivered to the Warrant Agent will be returned to the Holder. In no event will interest accrue on funds deposited with the Warrant
Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined
by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither
the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of any Warrants.


 


The Warrant Agent shall
promptly deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant
Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the
Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice
to the Company in writing.


 


3.3.2Issuance
of Certificates. The Warrant Agent shall, within a reasonable time after request, advise the Company or the transfer agent
and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions
of this Warrant Agreement, (b) the instructions of each Holder with respect to delivery of the Warrant Shares issuable upon such
exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants
remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records
maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer
agent and registrar shall reasonably require.


 


The Company shall,
by 5:00 P.M., New York City time, on or before the third Trading Day next succeeding the Exercise Date of any Warrant, execute,
issue and deliver to the Warrant Agent, the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares")
to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder.
Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Trading Day next
succeeding such Exercise Date, transmit such Warrant Shares to, or upon the order of, such Holder.


 


In lieu of delivering
physical certificates representing the Warrant Shares issuable upon exercise of any Warrants, provided the Company’s transfer
agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially
reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository
by crediting the account of the Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission
system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals
described herein.


 


3.3.3Valid Issuance.
All Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4No Fractional
Exercise. Warrants may be exercised only in whole numbers of Warrant Shares. As to any fraction of a share which the Holder
would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole
Warrant Share. The Company shall provide an initial funding of two hundred fifty dollars ($250.00) for the purpose of issuing cash
in lieu of fractional shares. From time to time thereafter, Computershare may request additional funding to cover fractional payments.
Computershare shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to
pay in full all amounts due and payable with respect thereto.


 


 






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3.3.5No Transfer
Taxes. The Warrant Agent shall not be required to pay any stamp or other tax or governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any
such transfer is involved, neither the Company nor the Warrant Agent shall be required to issue or deliver any Warrant Shares until
such tax or other charge shall have been paid or it has been established to the Company’s and the Warrant Agent’s satisfaction
that no such tax or other charge is due.


 


3.3.6Date of
Issuance. Each person or entity in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed
to have become the holder of record of such shares on the date on which the applicable Warrant was surrendered and payment of the
Exercise Price was made, irrespective of the date of delivery of any such certificate, except that, if the date of such surrender
and payment is a date when the stock transfer books of the Company are closed, such person or entity shall be deemed to have become
the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are
open.


 


3.3.7Cashless
Exercise Under Certain Circumstances.


 


(a)The Company
shall provide to the Holder and the Warrant Agent prompt written notice of any time that there is no effective registration statement
registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder (each a
“Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a
Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the
election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A)
rescind the previously submitted Notice of Exercise and the Company shall return all consideration paid by the Holder for such
shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund
the cash portion of the Exercise Price to the Holder.


 


(b)Upon a “cashless
exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares as calculated
pursuant to Section 2(c) of the Form of Warrant. The Company shall calculate and transmit to the Warrant Agent, and the Warrant
Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with a cashless
exercise.


 


3.3.8Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the applicable Holders the number of Warrant Shares that are not disputed.


 


3.3.9Cost Basis
Information.


 


(a)In the event
of a cash exercise, the Company shall instruct the Warrant Agent to record cost basis for newly issued shares as reasonably determined
by the Company prior to processing. In the absence of basis information provided by the Company, securities will be recorded by
the Warrant Agent as noncovered.


 


 






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(b)In the event
of a cashless exercise: the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the time the
Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant to
Section 3.3.7 hereof.


 


4.Adjustments.
The Warrants shall be subject to certain adjustments pursuant to Section 3 of the Form of Warrant. Upon every adjustment to the
Exercise Price or the number of Warrant Shares, the Company shall promptly give written notice thereof to the Warrant Agent, which
notice shall include a reasonably detailed description of such adjustment, and shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and any other relevant
instructions in connection therewith. The Company further agrees that it will provide to the Warrant Agent any new or amended Warrant
exercise terms. The Warrant Agent shall have no obligation to determine whether any adjustment to the Exercise Price or the number
of Warrant Shares has occurred or to calculate any of the adjustments set forth in this Warrant Agreement or the Form of Warrant.


 


5.Transfer and
Exchange of Warrants.


 


5.1Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed and accompanied by appropriate instructions for transfer.
Notwithstanding the terms of the Form of Warrant or the Assignment Form annexed as “Exhibit B” thereto, a party requesting
transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited
to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the
Securities Transfer Association. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request. Notwithstanding anything to the contrary in the Form of Warrant, the Holder
shall be required to physically surrender a Warrant Certificate in physical form in order to assign or transfer any portion of
such Warrant Certificate.


 


5.2Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer
reasonably acceptable to Warrant Agent, duly executed by the Holder thereof, or by a duly authorized attorney, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry
Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another
nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that
in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration
of transfer, the Company shall execute, and the Warrant Agent shall countersign (by either manual or facsimile signature) and deliver,
in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing
in the aggregate a like number of unexercised Warrants.


 


5.3Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a Warrant Certificate or a Book-Entry Warrant Certificate for a fraction of a Warrant.


 






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5.4Service Charges.
A service charge shall be made for any exchange or registration of transfer of Warrants, as negotiated between Company and Warrant
Agent.


 


5.5Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign (by either manual or facsimile signature) and to
deliver, in accordance with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions
of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.


 


6.Limitations
on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the
right to exercise any portion of a Warrant, to the extent provided in Section 2(e) of the Form of Warrant. Notwithstanding anything
in this Warrant Agreement to the contrary, the Warrant Agent shall incur no liability and shall not be responsible if any Holder
exceeds the beneficial owner limitation sets forth in Section 2(e) of the Form of Warrant or breaches any other term or provision
thereof.


 


7.Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1No Rights as
Stockholder. Except as otherwise specifically provided herein (including the Form of Warrant), a Holder, solely in its capacity
as an owner of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity
as the owner of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant. For the avoidance of doubt,
ownership of a Warrant does not entitle the Holder or any beneficial owner thereof to any of the rights of a stockholder.


 


7.2Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, absent notice to the Company or
Warrant Agent that such certificates have been acquired by a protected purchaser, and in the case of any lost, stolen or destroyed
Warrant, upon receipt by it and the Warrant Agent of indemnity or security satisfactory to it and the Warrant Agent and holding
the Warrant Agent and the Company harmless, the Company may issue, in a form mutually agreed to by Warrant Agent and the Company,
a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed, and countersigned (by
either manual or facsimile signature) by the Warrant Agent. Any such new Warrant shall constitute a substitute contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.
Warrant Agent may, at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without
such indemnity.


 


7.3Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


 






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8.Concerning
the Warrant Agent and Other Matters.


 


8.1Concerning
the Warrant Agent. The Warrant Agent:


 


(a)shall have no
duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied, including, without
limitation, the duties and obligations of the Company set forth in the Form of Warrant;


 


(b)may rely on
and shall be held harmless and protected by the Company in acting upon any certificate, statement, instrument, opinion, notice,
letter, facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and
to have been made or signed by the proper party or parties;


 


(c)may rely on
and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect
to any matter relating to its acting as Warrant Agent;


 


(d)may consult
with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the
advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in accordance with such advice
or opinion of such counsel;


 


(e)solely shall
make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed,
and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder
in accordance with its determination;


 


(f)shall not be
obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability
unless it shall have been furnished with an indemnity satisfactory to it;


 


(g)shall not be
liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration
Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law;


 


(h)shall not be
liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates
(except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be
deemed to have been made by the Company only;


 


(i)shall not have
any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with respect to any action
or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company;


 


(j)may buy, sell
or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which
the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it
were not Warrant Agent under this Warrant Agreement, and nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity;


 


 






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(k)may execute
and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney
or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such
attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence,
bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection
and continued employment thereof;


 


(l)shall not be
obligated to expend or risk its own funds or to take any action that it believes is illegal or would expose or subject it to expense
or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it;


 


(m)shall not be
accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent and
delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds of the
issue and sale, or exercise, of the Warrants; and


 


(n)may rely on
and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor
institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation
or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or
repealed.


 


8.2Payment of
Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Warrant Agent shall not be
obligated to pay any transfer taxes in respect of the Warrants or such Warrant Shares. The Warrant Agent shall not register any
transfer or issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until the persons requesting the registration
or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax, if any, has been paid.


 


8.3Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.3.1Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) calendar days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) calendar days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the Holder (who shall, with such notice, submit such Holder’s Warrants for inspection by the Company), then such Holder may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent,
the expenses of which shall be paid by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent),
whether appointed by the Company or by such court, shall be an entity in good standing and organized and existing under the laws
of any jurisdiction in the United States, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall, in its discretion, execute and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more
fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


 






    	 	9	 



     

    

 


8.3.2Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than thirty (30) days before the effective
date of any such appointment.


 


8.3.3Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 


8.4Fees and Expenses
of Warrant Agent.


 


8.4.1Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between Company and Warrant
Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder. One half of the total Warrant Agent fees (not including
postage) must be paid upon execution of this Warrant Agreement. The remaining half must be paid within fifteen (15) Business Days
thereafter. An invoice for any out-of-pocket and/or per item fees incurred will be rendered to and payable by the Company within
fifteen (15) Business Days of the date of said invoice. It is understood and agreed that all services to be performed by Warrant
Agent shall cease if full payment for its services has not been received in accordance with the above schedule, and said services
will not commence thereafter until all payment due has been received by Warrant Agent.


 


8.4.2Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, documents, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Warrant Agreement.


 


8.5Liability of
Warrant Agent.


 


8.5.1Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President, Chief Executive Officer or Chief Financial Officer
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance upon,
such statement for any action taken or suffered by it pursuant to the provisions of this Warrant Agreement, and shall not be held
liable in connection with any delay in receiving such statement.


 


8.5.2Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (each as determined
by a final judgment of a court of competent jurisdiction). The Company covenants and agrees to indemnify and to hold the Warrant
Agent harmless against any and all liabilities, costs, expenses (including reasonable fees of its legal counsel), losses, judgments,
claims, or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly
or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant
and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses
and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful
misconduct (each as determined by a final judgment of a court of competent jurisdiction).


 


 






    	 	10	 



     

    

 


8.5.3Limitation
of Liability. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability, if
any, during the term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement,
or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise,
is limited to, and shall not exceed, the amounts paid or payable hereunder by the Company to Warrant Agent as fees and charges
(not including reimbursable expenses) during the twelve (12) months immediately preceding the event for which recovery from the
Warrant Agent is being sought.


 


8.5.4Disputes.
In the event any question or dispute arises with respect to the proper interpretation of this Warrant Agreement or the Warrant
Agent’s duties hereunder or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and
shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and the
Warrant Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to the Warrant
Agent and executed by the Company and each other interested party. In addition, the Warrant Agent may require for such purpose,
but shall not be obligated to require, the execution of such written settlement by all of the Holders of the Warrants and all other
parties that may have an interest in the settlement.


 


8.5.5Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature hereof and thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make
any adjustments required under the provisions of the Warrant or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued pursuant to this
Warrant Agreement or any Warrant or as to whether any Warrant Shares will, when issued, be validly issued and fully paid and nonassessable.
Notwithstanding anything in this Warrant Agreement to the contrary, in no event shall the Warrant Agent be subject to the liquidated
damages set forth in Section 2(d)(i) of the Form of Warrant or any cash payment set forth in Section 2(d)(iv) of the Form of Warrant.


 


8.5.6Instructions.
From time to time, the Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant
Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of Company for instruction, and may consult
with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection with the services to
be performed by the Warrant Agent under this Warrant Agreement. Warrant Agent and its agents and subcontractors shall not be liable
and shall be indemnified by Company for any action taken, suffered or omitted to be taken by Warrant Agent in reliance upon any
Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to have notice of any
change of authority of any person, until receipt of written notice thereof from Company. Furthermore, the Warrant Agent shall
not be required to take notice or be deemed to have notice of any event or condition under this Warrant Agreement, including any
event or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing
of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to
the Warrant Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 9.2 hereof, and in
the absence of such notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.


 


 






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8.6Ambiguity or
Uncertainty. In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction,
direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in
its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company,
any Holder, or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions
signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 



8.7Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same
upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Warrant
Shares through the exercise of Warrants.


 


8.8Bank Accounts.
All funds received by Computershare under this Warrant Agreement that are to be distributed or applied by Computershare in the
performance of services (the "Funds") shall be held by Computershare as agent for the Company and deposited in one or
more bank accounts to be maintained by the Computershare in its name as agent for the Company. Until paid pursuant to the terms
of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with
Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating),
Moody's (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare
shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare
in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third
party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare
shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.


 


8.9Survival.
The provisions of this Section 8 shall survive the termination of this Warrant Agreement and the resignation, removal, or replacement
of the Warrant Agent.


 


9.Miscellaneous
Provisions.


 


9.1Successors.
All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


9.2Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by a Holder to
or on the Company shall be addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Rennova Health, Inc.

400 South Australian Avenue, Suite 800

West Palm Beach, Florida 33401

Attn: Chief Executive Officer


 


 






    	 	12	 



     

    

 


with a copy in each case
to:


 


Akerman LLP

Three Brickell City Centre


98 Southeast Seventh Street


Suite 1100

Miami, FL 33131

Attn: J. Thomas Cookson, Esq.


 


and:


 


Joseph Gunnar & Co., LLC

30 Broad Street, 11th Floor

New York, New York 10004

Attn: Eric Lord


 


and:


 


Zysman Aharoni Gayer and

Sullivan & Worcester LLP

1633 Broadway

New York, New York 10019

Attn: Oded Har-Even, Esq.


 


Any notice, statement
or demand authorized by this Warrant Agreement to be given or made by a Holder or by the Company to or on the Warrant Agent shall
be addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021

Attn: Client Administration


 


Any notice, statement
or demand authorized by this Warrant Agreement to be given to a Holder shall be delivered to its address, facsimile number or email
address set forth in the books and records of the Company or on the Warrant Register.


 


Any notice, sent pursuant
to this Warrant Agreement shall be effective as provided in the Form of Warrant.


 


9.3Applicable
Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


 






    	 	13	 



     

    

 


9.4Persons Having
Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the
parties hereto and the Holders of the Warrants and, for purposes of Sections 3.3 and 9.3, the Underwriters identified in the Registration
Statement (the “Underwriters”) and for purposes of Section 9.8, the Representative (as defined in the Registration
Statement), any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. The Underwriters and the Representative shall be deemed to be an express third-party beneficiary
of this Warrant Agreement with respect to Sections 3.3, 9.3 and 9.8 hereof, as applicable. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto
(and the Underwriters and the Representative with respect to the Sections 3.3, 9.3 and 9.8 hereof, as applicable) and their successors
and assigns and of the Holders.


 


9.5Examination
of this Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times, upon reasonable notice,
at the office of the Warrant Agent, for inspection by any Holder. The Warrant Agent may require any such Holder to submit his Warrant
for inspection by it.


 


9.6Counterparts.
This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original
signature.


 


9.7Effect of Headings.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.


 


9.8Amendments.
This Warrant Agreement may be amended by the parties hereto without the consent of any Holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the Holders. All other modifications or amendments, including any amendment
to increase the Exercise Price or shorten the Exercise Period, shall require the written consent of the Representative and the
Holders of a majority of the then outstanding Warrants. As a condition precedent to the Warrant Agent’s execution of any
amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states
that the proposed amendment is in compliance with the terms of this Section 9.8. The Company shall not modify or amend any Warrant
without the written consent of the Warrant Agent, which consent shall not be unreasonably withheld.


 


9.9Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.10Force Majeure.
In the event either party is unable to perform its obligations under the terms of this Warrant Agreement because of acts of God,
strikes, failure of carrier or utilities, equipment or transmission failure, damage that is reasonably beyond its control, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest,
or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes. Performance under this Warrant Agreement shall resume when
the affected party or parties are able to perform substantially that party’s duties.


 


 






    	 	14	 



     

    

 


9.11Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party,
including inter alia, personal, non-public information about the Holders, which are exchanged or received pursuant to the negotiation
or the carrying out of this Warrant Agreement, including the fees for services, shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state
or federal government authorities.


 


9.12Consequential
Damages. Notwithstanding anything in this Warrant Agreement to the contrary, neither party to this Warrant Agreement shall
be liable to the other party for any consequential, indirect, special, punitive, or incidental damages under any provision of this
Warrant Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure
to act hereunder even if that party has been advised of or has foreseen the possibility or likelihood of such damages.


 


9.13Warrant.
All Warrants are, and will be, issued under and in accordance with this Warrant Agreement and are subject to the terms and conditions
contained in this Warrant Agreement, all of which terms and provisions all Holders and all beneficial owners of the Warrants consent
by acceptance thereof.


 


[Signature Page Follows]


 


 


 


 


 


 






    	 	15	 



     

    

 


IN WITNESS WHEREOF,
this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


 


	 	RENNOVA HEALTH, INC.
	 	 	 
	 	By:	/s/ Seamus Lagan
	 	Name:	Seamus Lagan
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	 	 
	 	 	 
	 	COMPUTERSHARE, INC.
	 	 	 
	 	By:	/s/ Thomas Borbely
	 	Name:	Thomas Borbely
	 	Title:	Manager Corporate Actions
	 	 	 
	 	 	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	By:	/s/ Thomas Borbely
	 	Name:	Thomas Borbely
	 	Title:	Manager Corporate Actions




 


 


 


 


 


 


 


 






    	 	16	 



     


    

 




Exhibit A


 





COMMON STOCK PURCHASE WARRANT


 


RENNOVA HEALTH, INC.


 








	Warrant Shares: _______	Initial Exercise Date: July 19, 2016







 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five
year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for
and purchase from Rennova Health, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject
to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”).
The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of
Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Lien”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


 


 






    	 	1	 



     

    

 


“Subsidiary”
means any direct or indirect subsidiary of the Company presently existing or formed or acquired after the date hereof.


 


“Trading Day”
means a day on which the Common Stock is traded on a Trading Market.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
the OTCQX or OTCQB (or any successors to any of the foregoing).


 


“Transfer
Agent” means Computershare Inc., the current transfer agent of the Company, with a mailing address of 250 Royall Street,
Canton, Massachusetts 02021 and a facsimile number of _______________, and any successor transfer agent of the Company.


 


“Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are
convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A)
at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices
of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B)
with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of
such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the Common Stock; provided, however, that any such transaction shall not be a Variable
Rate Transaction if in no event can such conversion price, exercise price, exchange rate or price or other price be lower than
the then current Exercise Price, and such issuance is pursuant to an acquisition or strategic transaction approved by a majority
of the disinterested directors of the Company and provided, further, that any such issuance shall only be to a Person (or the equityholders
of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but
shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an
entity whose primary business is investing in securities or (ii) enters into any agreement, including, but not limited to, an equity
line of credit or an “at-the-market” offering, whereby the Company may issue securities at a future determined price.


 


Section 2. Exercise.


 


a)Exercise of the
purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of
a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto and, within three (3)
Trading Days of the date said Notice of Exercise is delivered to the Company, payment of the aggregate Exercise Price of the shares
thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless
exercise procedure specified in Section 2(c) below as specified in the applicable Notice of Exercise. No ink-original Notice of
Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of
the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of
Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the
Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may
be less than the amount stated on the face hereof.


 


 






    	 	2	 



     

    

 


b)Exercise Price.
The exercise price per share of the Common Stock under this Warrant shall be $0.45, subject to adjustment hereunder (the “Exercise
Price”).


 


c)Cashless Exercise.
If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein
is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


		(A)	= the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise
to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last
VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised
at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
	 	 	 
	 	(B)	= the Exercise Price of
this Warrant, as adjusted hereunder; and



 


		(X)	= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance
with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 


If Warrant Shares are
issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities
Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to
take any position contrary to this Section 2(c).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on
a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the
Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


Notwithstanding anything
herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to
this Section 2(c).


 


 


 






    	 	3	 



     

    

 


d)Mechanics of
Exercise.


 


(i)Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is three (3) Trading Days after the delivery to the Company of the Notice of Exercise (such
date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other
than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. If the Company
fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares
subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading
Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading
Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company
agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exerciseable.


 


(ii)Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


(iii)Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


(iv)Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 


 






    	 	4	 



     

    

 


(v)No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


(vi)Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.


 


(vii)Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


 


 


 


 






    	 	5	 



     

    

 


e)Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Attribution Parties shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common
Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section
2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed
in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of
which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise
shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject
to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days
confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock
was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The
Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and
the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective
until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 


 






    	 	6	 



     

    

 


Section 3. Certain
Adjustments.


 


a)Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of
shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or
beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).


 


c)Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such
Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such
extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


 






    	 	7	 



     

    

 


d)Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction the Company or any Successor Entity
(as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal
to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental
Transaction. The Company or the applicable Successor Entity, as the case may be, shall pay the Black Scholes Value to the Holder
on or prior to the later of (i) the date of consummation of the applicable Fundamental Transaction and (ii) two (2) Trading Days
following the Holder’s election to receive the Black Scholes Value. “Black Scholes Value” means the value
of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P.
(“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing
purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between
the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation
shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being
offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section
3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without
unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange
for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein.


 


 






    	 	8	 



     

    

 


e)Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


f)Notice to Holder.


 


(i)Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


(ii)Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


g)Variable Rate
Transaction. From the date hereof until such time as this Warrant is no longer outstanding, the Company shall be prohibited
from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or
Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. The Holder shall be entitled
to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to
collect damages.


 


 


 






    	 	9	 



     

    

 


Section 4. Transfer
of Warrant.


 


a)Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of
such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning
this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.


 


b)New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this
Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 


Section 5. Miscellaneous.


 


a)No Rights as
Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder
of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


b)Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.


 


c)Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


 


 






    	 	10	 



     

    

 


d)Authorized Shares.


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment
for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, Liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 


e)Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. The Company and Holder each agree that all legal proceedings concerning the interpretations, enforcement and defense of
this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and 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 action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 


 






    	 	11	 



     

    

 


f)Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g)Nonwaiver and
Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any
material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by
the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)Notices.
Any notices, consents, waivers or other document or communications required or permitted to be given or delivered under the terms
of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when
sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
e-mail server that such email could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1)
Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same. If notice is given by facsimile or email, a copy of such notice shall be dispatched no later
than the next business day by first class mail, postage prepaid. The addresses, facsimile numbers and e-mail addresses for such
communications shall be:


 


If to the Company:


 


Rennova Health, Inc.


400 South Australian Avenue,
Suite 800


West Palm Beach, Florida 33410


Attention: Chief Executive Officer


E-mail: slagan@rennovahealth.com


Fax:: (561) 828-8419


 


If to a Holder, to
its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.


 


Or, in each of the
above instances, to such other address, facsimile number or e-mail address and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness of
such change.


 


 






    	 	12	 



     

    

 


i)Limitation of
Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j)Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


k)Successors and
Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to
the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l)Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m)Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


 


********************


 


 


(Signature
Page Follows)


 


 


 


 


 


 


 


 


 


 


 


 






    	 	13	 



     

    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


 





 





	 	 	RENNOVA HEALTH, INC.	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 


	 	 	 	 	 
	 	 	 	 	 
	COMPUTERSHARE INC., as Warrant Agent	 	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY,	 
	 	 	N.A., as Warrant Agent	 
	 	 	 	 	 
	By: ____________________________	 	By: ______________________________	 
	Name: __________________________	 	Name: ____________________________	 
	Title: ___________________________	 	Title: _____________________________	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	14	 



     

    




NOTICE OF EXERCISE


 


TO: RENNOVA HEALTH, INC.


 


(1)The undersigned
hereby elects to purchase _____ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)Payment shall
take the form of (check applicable box):


 


[_] in lawful money of the United
States; or


 


[_] if permitted the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c).


 





(3)Please issue
said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 





 



 


The Warrant Shares
shall be delivered to the following DWAC Account Number:



 





 



 





 



 





 



 


 

[SIGNATURE OF HOLDER]


Name of Investing Entity: _______________________________________________________________


Signature of Authorized Signatory of Investing
Entity:_________________________________________


Name of Authorized Signatory:___________________________________________________________


Title of Authorized Signatory:____________________________________________________________


Date:________________________________________________________________________________


 


 


 


 


 






    	 	15	 



     

    

 





EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name:


 


 





	 	 	 	 
	 	 	 	(Please Print)
		 	 	 
	 	 	 	 
	 	 	 	(Please Print)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


Address: _______________________________________


Phone Number: __________________________________


Email Address: __________________________________


Dated: ________________________________________


 


Holders’
Signature: ______________________________


 


 


Holders’
Address: _______________________________








       


 


 






    	 	16