Exhibit
10.178


 





EXCHANGE
AGREEMENT


 


Exchange
Agreement, dated as of May 5, 2020, by and between Rennova Health, Inc., a Delaware corporation (“Rennova”), and Alcimede
LLC, a Delaware limited liability company (“Alcimede”). 


 


WHEREAS,
on December 23, 2019, Rennova issued to Alcimede 250,000 shares of its Series K Convertible Preferred Stock (the “Series
K Preferred Stock”);


 


WHEREAS,
shares of the Series K Preferred Stock were convertible immediately into common stock and are entitled to receive, when and as
declared by the Board of Directors of Rennova, dividends equal (on an as if converted to common stock basis) to and in the same
form as dividends actually paid on shares of common stock;


 


WHEREAS,
the newly-authorized Series L Convertible Preferred Stock of Rennova (the “Series L Preferred Stock”) is not convertible
into common stock prior to December 1, 2020 and is not entitled to receive any dividends; and


 


WHEREAS,
Alcimede desires to exchange the Series K Preferred Stock for 250,000 shares of Series L Preferred Stock (the “Shares”).


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1.
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the parties hereto
shall exchange the Series K Preferred Stock for the Shares. The exchange shall take place at such date and time as the parties
may agree (the “Closing Date”). Upon the exchange, the shares of Series K Preferred Stock shall be cancelled.


 


2.
Representations and Warranties of Rennova. Rennova hereby represents and warrants to Alcimede that:


 


(a)
Rennova is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)
All corporate action on the part of Rennova necessary for the authorization, execution and delivery of this Agreement, and the
performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement is validly authorized,
executed and delivered by Rennova and constitutes the legal, valid and binding obligation of Rennova enforceable against it in
accordance with its terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 






    	 



    	 



    

 


3.
Representations and Warranties of Alcimede. Alcimede hereby represents and warrants to Rennova that:


 


(a)
Alcimede is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)
All company action on the part of Alcimede necessary for the authorization, execution and delivery of this Agreement, and the
performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement is validly authorized,
executed and delivered by Alcimede and constitutes the legal, valid and binding obligation of Alcimede, enforceable against Alcimede
in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 


(c)
Alcimede is acquiring the Shares, and the shares into which they are convertible, for its own account only and not with view towards,
or for sale in connection with, the public sale or distribution thereof.


 


(d)
Alcimede is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the
Securities Act of 1933, as amended.


 


(e)
Alcimede understands that the Shares and the shares into which they are convertible are being offered and issued to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that Rennova
is relying in part upon the truth and accuracy of, and Alcimede’s compliance with, the representations, warranties, acknowledgements,
and understandings of Alcimede set forth herein in order to determine the availability of such exemptions and the eligibility
of Alcimede to acquire the Shares and the shares into which they are convertible.


 


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


 


(g)
Alcimede understands that no United States, federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Shares or the shares into which they are convertible or the fairness or suitability
of the investment in the Shares or the shares into which they are convertible nor have such authorities passed upon or endorsed
the merits of the offering of the Shares or the shares into which they are convertible.


 


(Signatures
on next page)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	RENNOVA
    HEALTH, INC.
	 	 	 
	 	By:	/s/
    Sebastien Sainsbury 
	 	Name: 	Sebastien
    Sainsbury
	 	Title:	Secretary
	 	 	 
	 	ALCIMEDE
    LLC
	 	 	 
	 	By:	/s/
    Seamus Lagan 
	 	Name:	Seamus
    Lagan
	 	Title:
    	Sole Manager


 






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