EACH FORMER MEMBER EXECUTING THIS AGREEMENT IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

SETTLEMENT AND RESTRUCTURING AGREEMENT

This Settlement and Restructuring Agreement (the “ Agreement ”) is made as of the 19 ^th day of July, 2018 (the “ E xecution Date ”) by and among Aeon Global Health Corp. (formerly, Authentidate Holding Corp.) a Delaware corporation, (the “ Company ”), Peachstate Health Management, LLC d/b/a AEON Clinical Laboratories, a Georgia limited liability company (“ Peachstate ”), and each of the former members of Peachstate included on the signature pages hereto (the “ Former Members ”). The Company, Peachstate and the Former Members may collectively be referred to as the “ Parties ” throughout this Agreement.

W I T N E S S E T H:

WHEREAS, the Company, Peachstate, and RMS Merger Sub LLC entered into that certain Amended and Restated Agreement and Plan of Merger dated as of January 26, 2016, and as subsequently amended as of May 31, 2016 and December 15, 2016 (together, the “ Merger Agreement ”) pursuant to which Peachstate merged with and into RMS Merger Sub LLC and became a wholly-owned subsidiary of the Company effective upon the closing of the transactions contemplated by the Merger Agreement, which occurred on January 27, 2016 (the “ Merger ”); and

WHEREAS, pursuant to the Merger Agreement, the Former Members would receive certain contingent consideration based on the achievement of EBITDA targets by Peachstate (the “ Earnout ”); and

WHEREAS, the Former Members are all of the former members of Peachstate entitled to receive the Earnout under the Merger Agreement; and

WHEREAS, the Merger Agreement provided that the Earnout targets would automatically be adjusted in the event of changes to the reimbursement rates set by the Centers for Medicare and Medicaid Services (“ CMS ”) for the services provided by Peachstate; and

WHEREAS, the Merger Agreement provided that upon achievement of the EBITDA target for the three calendar years ending December 31, 2016, 2017 and 2018 (“ 2018 Earnout ”), the Former Members would be issued such number of shares of the Company’s Common Stock so that the total number of shares of the Company’s Common Stock issued to the Former Members pursuant to the Merger Agreement would equal 85% of the issued and outstanding shares of the Company’s Common Stock on a post-issuance and Fully Diluted (as defined in the Merger Agreement) basis; and

WHEREAS, the Merger Agreement provided that upon achievement of the EBITDA target for the four calendar years ending December 31, 2016, 2017, 2018 and 2019 (“ 2019 Earnout ”), the Former Members would receive such number of additional shares of the Company’s Common Stock so that the total number of shares of the Company’s Common Stock issued to the Former Members pursuant to the Merger Agreement would equal 90% of the issued and outstanding shares of the Company’s Common Stock on a post-issuance and Fully Diluted (as defined in the Merger Agreement) basis; and

WHEREAS, pursuant to a Registration Rights Agreement entered into contemporaneously with the Merger Agreement (the “ Registration Rights Agreement ”), the Former Members were granted certain registration rights to have the Common Stock of the Company that was issued to them pursuant to the Merger Agreement registered for resale under the Securities Act of 1933, as amended, which rights remain outstanding; and

WHEREAS, subsequent to the closing of the Merger, the Parties expressed differences of opinion on the interpretation of certain provisions of the Merger Agreement, including the number of shares of Common Stock issued under the Merger Agreement and the calculations required by the adjustment mechanism of the Earnout, as well as the assumption of income tax liabilities on account of the Merger; and

WHEREAS, due to the financial performance of the Company, certain of the Former Members have provided loans to the Company in the aggregate amount of approximately $1,351,482, including accrued interest (collectively the “ Loans ”), which Loans have been extended on multiple occasions; and

WHEREAS, the Parties to this Agreement wish to reach a full and final resolution of all disagreements among them.

NOW, THEREFORE , in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the Parties agree as follows:

1.       Recitals.      

The recitals set forth above are incorporated herein by reference as part of this Agreement among the Parties.

2.       Definitions.

In addition to the terms defined elsewhere in this Agreement capitalized terms that are not otherwise defined herein shall have the meanings given to such terms as set forth in this Section 2:

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ 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 ” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Credit Agreement ” shall have the meaning ascribed to such term in Section 4 of this Agreement.

“ EBITDA ” shall have the meaning ascribed to such term in the Merger Agreement.

“ Effective Date ” shall have the meaning ascribed to such term in Section 3 of this Agreement.

“ Lender(s) ” shall have the meaning ascribed to such term in Section 4 of this Agreement.

“ 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.

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

“ Senior Notes ” means those certain senior secured convertible notes, in the aggregate principal amount of $3,049,651, of which the aggregate principal amount of $2,545,199 was originally issued by the Company on March 20, 2017 and the aggregate principal amount of $504,452 was originally issued by the Company on March 27, 2018, in each case as such senior notes have been amended to date.

“ Trading Day ” means a day on which the principal Trading Market is open for trading.

“ 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, or any tier of the OTC Markets Inc. (or any successors to any of the foregoing).

“ Transaction Documents ” means this Agreement, Credit Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

3.      Effective Date of Agreement.

The Effective Date of this Agreement (the “ Effective Date ”) shall be the day upon which the following conditions shall have occurred:

(i)      the delivery by each Former Member and Peachstate to the Company of a signed copy of this Agreement;

(ii)     the delivery by the Company to Peachstate and each Former Member of a copy of this Agreement executed by an executive officer of the Company; and

(iii)    the execution and delivery by the Lenders and the Company of (a) the Credit Agreement contemplated by Section 4 of this Agreement and (b) any ancillary agreements described in such Credit Agreement.

4.      Restructuring of Loans .

Contemporaneously with, and as a condition precedent to the effectiveness of this Agreement, Hanif A. Roshan and Optimum Ventures, LLC (the “ Lenders ”) shall enter into an agreement with the Company to exchange the existing Senior Notes previously issued by the Company to such Lenders for a new senior credit instrument (the “ Credit Agreement ”) pursuant to which the Lenders shall agree to provide up to $2.0 million of credit to the Company, inclusive of the current principal amount of, and accrued interest on, the Loans evidenced by the Senior Notes held by the Lenders. The Parties agree that the Credit Agreement shall: (i) be in the form of the agreement annexed hereto as Exhibit A ; (ii) be a senior secured credit facility, on a parity basis with the Senior Notes held by the other holders of the outstanding Senior Notes; (iii) bear interest at the rate of 7.5% per annum; and (iv) be due and payable in full on June 30, 2020, or earlier at the option of the Company.

5.        Issuance of Additional Common Stock.

In consideration of the restructuring of the consideration due to the Former Members under the Merger Agreement, the Company shall issue to the Former Members an aggregate of 2,500,000 shares of the Company’s Common Stock (the “ Additional Shares ”). The Additional Shares shall be issued to the Former Members pro rata based on their respective percentage ownership of Peachstate prior to the Merger and shall be deemed earned and issued on February 28, 2019. The Additional Shares shall be “restricted securities” within the meaning of Rule 144 promulgated by the Securities and Exchange Commission and shall bear the restrictive legend set forth in Section 14(e) of this Agreement.

6.        Adjustments to Earnout s .

a.      Adjustments to 2018 Earnout . The Parties hereby agree that the 2018 Earnout target, as adjusted pursuant to the Merger Agreement, shall be $21,483,749 of EBITDA for the three calendar years ending December 31, 2018 (the “ 2018 Earnout Target ”). In the event the 2018 Earnout Target is achieved, then on October 1, 2019, subject to the completion of the audited financial statements of Peachstate for the calendar year ending December 31, 2018, the Company shall issue to the Former Members a fixed amount of 3,000,000 shares of the Company’s Common Stock (the “ 2018 Maximum Earnout Shares ”). In the event that Peachstate fails to achieve the 2018 Earnout Target, but achieves EBITDA for the three calendar years ending December 31, 2018 of at least 75% of the 2018 Earnout Target (the “ Reduced 2018 Earnout Target ”), then on October 1, 2019, subject to the completion of the audited financial statements of Peachstate for the calendar year ending December 31, 2018, the Company shall issue to the Former Members a fixed amount of 2,250,000 shares of the Company’s Common Stock (the “ 2018 Reduced Earnout Shares ”).

b.      Adjustments to 2019 Earnout . The Parties hereby agree that the 2019 Earnout target, as adjusted pursuant to the Merger Agreement, shall be $32,600,530 of EBITDA for the four calendar years ending December 31, 2019 (the “ 2019 Earnout Target ”). In the event the 2019 Earnout Target is achieved, then regardless of whether the 2018 Earnout Target is achieved, within three (3) Business Days following the completion of the audited financial statements of Peachstate for the calendar year ending December 31, 2019, the Company shall issue to the Former Members a fixed amount of 4,000,000 shares of the Company’s Common Stock (the “ 2019 Maximum Earnout Shares ”). In the event that Peachstate fails to achieve the 2019 Earnout Target, but achieves EBITDA for the four calendar years ending December 31, 2019 of at least 75% of the 2019 Earnout Target (the “ Reduced 2019 Earnout Target ”), then within three (3) Business Days following the completion of the audited financial statements of Peachstate for the calendar year ending December 31, 2019, the Company shall issue to the Former Members a fixed amount of 3,000,000 shares of the Company’s Common Stock (the “ 201 9 Reduced Earnout Shares ”).

c.      The Former Members hereby agree that as of the Effective Date, the arrangements set forth in this Agreement supersede in all respects the Parties’ respective rights and obligations for the issuance of any and all additional shares of Common Stock pursuant to the Merger Agreement.

d.     The Parties further agree that in the event Peachstate fails to achieve the 2018 Earnout Target or the Reduced 2018 Earnout Target, but exceeds the 2019 Earnout Target, then the amount by which Peachstate exceeded the 2019 Earnout Target (the “ Earnout Credit ”) shall be credited to the 2018 Earnout Target or the Reduced 2018 Earnout Target. In such an event, the Earnout Credit shall be added to the amount of EBITDA achieved for the three calendar years ending December 31, 2018, and the number of shares of Common Stock which may be earned by the Former Members shall be recomputed. If the addition of the Earnout Credit to the EBITDA actually achieved by Peachstate for the requisite period results in Peachstate achieving the 2018 Earnout Target or the Reduced 2018 Earnout Target, as the case may be, then such number of additional shares of Common Stock shall be issued to the Former Members as may be allocated to them based on the achievement of either the 2018 Earnout Target or Reduced 2018 Earnout Target. The issuance of any additional shares of Common Stock to the Former Members pursuant to this mechanism would be in addition to the issuance to the Former Members of the 2019 Maximum Earnout Shares.

e.       For purposes of clarity, the following examples shall illustrate the Parties’ agreement as to the manner in which the Earnout Credit shall operate:

i.       If Peachstate did not initially achieve the Reduced 2018 Earnout Target, but was entitled to an Earnout Credit in an amount that when added to the amount actually achieved for the requisite period is sufficient for it to achieve the Reduced 2018 Earnout Target, then the Former Members would only receive all of the 2018 Reduced Earnout Shares (2,250,000 shares);

ii.      If Peachstate did not initially achieve the Reduced 2018 Earnout Target, but was entitled to an Earnout Credit in an amount that when added to the amount actually achieved for the requisite period is sufficient for it to achieve the maximum 2018 Earnout Target, then the Former Members would only receive all of the 2018 Maximum Earnout Shares (3,000,000 shares);

iii.     If Peachstate initially achieved the Reduced 2018 Earnout Target, but not the maximum 2018 Earnout Target, and was entitled to an Earnout Credit in an amount that when added to the amount actually achieved for the requisite period is sufficient for it to achieve the maximum 2018 Earnout Target, then the Former Members would receive an additional 750,000 shares of Common Stock.

7.      Waiver of Certain Right s .

Each of the Former Members, on their own behalf and on behalf of all current and future holders of each of their respective Registrable Securities (as defined in the Registration Rights Agreement), hereby irrevocably waives any and all registration rights now existing or arising under the Registration Rights Agreement and all notice and other rights related thereto. Each Former Member hereby acknowledges and agrees that it shall not commence or prosecute in any way, or cause to be commenced or prosecuted, any action in any court relating to such rights under the Registration Rights Agreement. The Parties further agree to forever waive those covenants and other agreements of the Merger Agreement for which performance may occur after the Closing Date of the Merger, other than the covenants and agreements in Sections 7.6, 7.12 and 7.13 of the Merger Agreement.

8.      Release of the Company .

Upon the Effective Date of this Agreement, and in return for valuable consideration, the receipt of which is hereby acknowledged, Peachstate and the Former Members, on behalf of themselves, and for all persons who may claim by, through, or under them, their present and former representatives, agents, attorneys, predecessors, successors, insurers, partners, administrators, heirs, executors and assigns (hereinafter referred to as the “ Peach Releasors ”), release and forever discharge the Company, and all of their predecessors, subsidiaries, affiliates, parent corporations, and all of their respective, present or past officers, agents, employees, shareholders, directors, attorneys, insurers, sureties, successors and assigns, as well as any employee or former employee thereof (individually and collectively hereinafter referred to as the “ Company Parties ”), from any and all rights, claims and causes of action, suits, liabilities, obligations, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, in law or equity, known or unknown, which, against the Company Parties, the Peach Releasors have, had or may have from the beginning of time through the Effective Date of this Agreement, arising out of or related to, directly or indirectly, the Merger and/or the Merger Agreement, including, but not limited to, claims arising under all federal, state and local statutes, laws and ordinances prohibiting, without limitation, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, defamation or fraud and any alleged entitlement to costs fees, or expenses, including attorneys’ fees’; provided however, that the foregoing release (i) shall exclude any claims for breach of obligations under this Agreement and (ii) shall not be construed as releasing the Company from its obligations under the Senior Notes held by the Lenders or the Credit Agreement contemplated by Section 4 of this Agreement.

9.      Release of Peachstate and Former Members .     

Upon the Effective Date of this Agreement, and in return for valuable consideration, the receipt of which is hereby acknowledged, the Company Parties release and forever discharge the Peach Releasors, from any and all rights, claims and causes of action, suits, liabilities, obligations, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, in law or equity, known or unknown, which, against the Peach Releasors, the Company Parties have, had or may have from the beginning of time through the Effective Date of this Agreement, arising out of or related to, directly or indirectly, the Merger and/or the Merger Agreement; including, but not limited to, claims arising under all federal, state and local statutes, laws and ordinances prohibiting, without limitation, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, defamation or fraud and any alleged entitlement to costs fees, or expenses, including attorneys’ fees’; provided however, that the foregoing release shall exclude any claims for breach of obligations under this Agreement.

10.     Covenant Not to Sue .

Except to enforce any obligation or right set forth in this Agreement or the attachments hereto, each of the Parties covenants and agrees that he, she or it will not hereafter commence, maintain or prosecute any action or proceeding at law or otherwise, assert any right of any nature, or assert any claim against for damages or loss of any kind or amount or for any other legal or equitable relief that he, she or it may have or claim to have at this time or at any time heretofore against the other Party relating to the claims released by the Parties herein.

11.     No Assignment of Claims; No Actions Pending.

The Parties, and each of them, represent and warrant that they are the sole and lawful owners of all rights, titles and interest in and to every claim and other matters which they release or confer herein, and that no other person, individual, or entity has received any assignment or other right of substitution or subrogation to any matters relating to or arising out of the Merger Agreement and any transaction related thereto. Each Party represents, warrants, and agrees that no legal proceeding or other action, including an arbitration proceeding, has been filed in any forum arising out of, from, or in connection with any disputes or claims arising out of or related to the claims released in this Agreement.

12.     Confidentiality.

The Parties shall not directly or indirectly disclose or make any statement (written or oral) to any person, firm or entity not a party to this Agreement with respect to the matters covered by this Agreement, execution of this document, the settlement, the terms and conditions of the settlement, disclosures and representations made in this document, or anything else in connection with this matter, except for any disclosure required to comply with any governmental rule, law, statute, regulatory or reporting requirement (including in response to any inquiry by, or requirement of the Securities and Exchange Commission and the disclosure obligations pursuant to the rules and regulations promulgated thereby), arbitration or court proceeding, and except for any disclosure to the Parties’ accountants and attorneys for personal tax and business purposes. Any Party receiving a subpoena or order, which seeks to compel disclosure of this Agreement, shall afford the other Party five (5) days’ notice to quash or limit such subpoena or order. In the event of any breach of the confidentiality terms of this Agreement, the aggrieved party’s remedies shall be limited to injunctive relief only.

13.     No Admission of Liability.

The Parties acknowledge and agree that this Agreement is being executed in order to resolve and forever set at rest all the controversies of whatever nature that may exist between the Parties, and that neither the Agreement or general releases set forth herein nor the underlying settlement constitute or are to be construed as an acknowledgment or admission of any liability whatsoever, any such liability being expressly denied.

14.     Representations and Warranties of the Former Memb ers .   Each of the Former Members represents and warrants to the Company and Peachstate, each for himself or herself and not the other, as of the date hereof that:

a.      Authorization .    The execution, delivery and performance by such Former Member of this Agreement and the consummation of the transactions contemplated hereby, including the release of claims herewith, has been duly authorized by all necessary action and this Agreement constitutes a valid and binding agreement of such Former Member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

b.      Non-Contravention .    The execution and delivery by such Former Member of this Agreement, the consummation of the transactions contemplated hereby and thereby, and compliance by such Former Member with any of the provisions hereof and thereof will not conflict with, constitute a default under or violate any of the terms, conditions or provisions of (x) any document, agreement or other instrument to which such Former Member is a party or by which their property is bound, or (y) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on such Former Member or their property.

c.      Accredited Investor Status . Each Former Member is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Former Member is not a registered person under Section 15 of the Exchange Act. Such Former Member has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the shares of the Company’s Common Stock hereunder, and has so evaluated the merits and risks of such investment. Such Former Member is able to bear the economic risk of this transaction and, at the present time, is able to afford a complete loss of such investment.

d.      Information .   Such Former Member has reviewed all reports filed by the Company under the Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof and has had and continues to have access to such information concerning the Company as it considers necessary to make an informed decision concerning consummating the transactions contemplated by this Agreement. Such Former Member acknowledges that it has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the operation and business of the Company.

e.      Restricted Shares. Such Former Member understands and agrees that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state securities laws, and will bear a restrictive legend as required under the Securities Act, in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018.

 Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement.

f.      Acquisition for O wn Account. Each Former Member further acknowledges that he or she is acquiring the shares of the Company’s Common Stock for his or her own account and not with a view to or for distributing or reselling such shares of Common Stock or any part thereof in violation of any applicable federal or state securities law, has no present intention of distributing any of such shares of Common Stock in violation of the securities laws and has no direct or indirect arrangement or understandings with any other persons to distribute the shares of Common Stock in violation of any applicable securities law (this representation and warranty not limiting the Former Member’s right to sell the shares of Common Stock or any part thereof in compliance with applicable federal and state securities laws or as otherwise provided in this Agreement.

g.      Limited Trading Market . Each Former Member understands and acknowledges that there is a limited trading market for the Company’s Common Stock and public sales of significant amounts of the Company’s Common Stock may have a material adverse effect on the price of the Company’s Common Stock.

h.      Reliance on Representations . Each Former Member understands that the shares of Common Stock issuable hereunder are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Former Member’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of it set forth herein in order to determine the availability of such exemptions and the eligibility of such Former Member to acquire the shares.

i.      No General Solicitation . Such Former Member acknowledges that the shares of Common Stock issuable hereunder were not offered to the it by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio; or (ii) any seminar or meeting to which the such Former Member was invited by any of the foregoing means of communications.

j.      No Legal, Tax or Investment Advice .   Such Former Member understands that the tax consequences of the transactions contemplated by this Agreement are complex, and accordingly such Former Member represents and warrants that it understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to him, her or it in connection with this Agreement and the transactions contemplated herein, constitutes legal, tax or investment advice.  Such Former Member has consulted such legal, tax and investment advisors as he, she or it, in his, her or its sole discretion, has deemed necessary or appropriate in the circumstances.  Such Former Member is not relying on the Company or any of its respective affiliates or agents, including its counsel and accountants, for any tax advice regarding the tax consequences of the transactions contemplated by this Agreement.

15.      Representations and Warranties of the Company.    The Company represents and warrants to each Former Member as of the date hereof that:

a.      Due Incorporation . The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document; (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ” ) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

b.      Authorization .  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including the release of claims, have been duly authorized by all necessary action on the part of the Company. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

c.      Issuance of the Company Shares .   The shares of Common Stock issuable pursuant to this Agreement have been duly authorized by all necessary corporate action and, when issued in accordance with the terms of this Agreement shall have been validly issued, fully paid and nonassessable. The Company will deliver to Former Members good and valid title to such shares of Common Stock free and clear of any lien, security interest or other encumbrance.

d.      Non-Contravention .    The execution and delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby, and compliance by the Company with any of the provisions hereof will not conflict with, constitute a default under or violate (x) any of the terms, conditions or provisions of its certificate of incorporation or by-laws, (y) any of the terms, conditions or provisions of any document, agreement or other instrument to which it is a party or by which its property is bound, or (z) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Company or its property.

16.     No Reliance on Representations.

The Parties acknowledge that in entering into this Agreement they have not relied upon any representations, warranties, promises or conditions made by each of the Parties or each of the Parties’ agents or representatives not specifically set forth in this Agreement. The Parties acknowledge that each of them has freely executed this Agreement after independent investigation, with the advice of independent counsel and without fraud, duress or undue influence, and that each understands its content. Each Party is aware that it or its attorneys may hereafter discover facts different from or in addition to the facts that it now knows or believes to be true with respect to the subject matter of this Agreement or the other Party hereto, but that it is its intention to fully and finally release each of its respective releasees to the full extent of the releases contained in this Agreement, and to otherwise agree to the other terms and conditions of this Agreement.

17.     Further Assurances.

From time to time after the date hereof, the Parties shall take such other actions and execute and deliver to any other Party such further documents as may be reasonably requested by any other Party in order to assure and confirm unto such Party (a) the rights created hereby or intended now or hereafter so to be created by this Agreement; or (b) the validity of any assignment documents or other documents of conveyance to be delivered at the execution of this Agreement. The Company shall at all times, in performing under this Agreement, comply with all applicable federal and state securities laws.

18.     Construction and Independent Representation .

The language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either of the Parties. For purposes of construction, this Agreement shall be deemed to have been drafted by all the Parties, and no ambiguity shall be resolved against any Party by virtue of his or her participation in the drafting of this Agreement. Section headings have been inserted for convenience of reference only and are not intended to be a part of, or to affect, the meaning or interpretation of this Agreement. In the event that this Agreement is construed, it shall be construed to effectuate the intention of the Parties. Each Party (other than the Company) expressly represents and warrants to the Company that (a) before executing this Agreement, it has fully informed himself, herself or itself of the terms, contents, conditions and effects of this Agreement; (b) said Person has relied solely and completely upon his, her or its own judgment in executing this Agreement; (c) said Person has had the opportunity to seek the advice of his, her or its own counsel and advisors before executing this Agreement; (d) said Person has acted voluntarily and of his, her or its own free will in executing this Agreement; (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties; and (f) said Person acknowledges that the law firm of Becker & Poliakoff, LLP has been retained by the Company to prepare this Agreement as legal counsel for the Company, that Becker & Poliakoff, LLP does not represent any other Party in connection with the preparation or execution of this Agreement, that such firm has not given any legal, investment or tax advice to any other Party regarding this Agreement, and that such other Party has not relied upon any legal advice except as provided by its own attorneys. Becker & Poliakoff, LLP is expressly intended as a beneficiary of the representations and warranties of the Holders contained in this Section.

19.     Notices.

All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder):

If to Peachstate :

PeachState Health Management LLC, d/b/a AEON Clinical Laboratories

2225 Centennial Drive

Gainesville, GA 30504

Attn: Sonny Roshan, Chief Executive Officer

Fax: 678.971.4830

If to a Former Member :

To the address of such Former Member as is set forth on the books and records of the Company.

If to the Company :

Aeon Global Health Corp.

2225 Centennial Drive

Gainesville, GA 30504

Attn: Michael Poelking, Chief Financial Officer

Fax: 678.971.4830

With a copy to (which shall not constitute notice):

Becker & Poliakoff LLP

45 Broadway, 17 ^th  Floor

New York, NY 10006

Attn: Victor DiGioia, Esq.

Fax: 212-557-0295

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. All such notices or communications shall be deemed to be received (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of nationally-recognized overnight courier, on the next Business Day after the date when sent; (iii) in the case of facsimile transmission or telecopier or electronic mail, upon confirmed receipt; and (iv) in the case of mailing, on the third Business Day following the date on which the piece of mail containing such communication was posted.

20.     Miscellaneous.

2 1 . 1       Effect of Agreement. Upon the Effective Date, (i) the applicable portions of this Agreement shall amend the Merger Agreement, and (ii) each reference in any document to “this Agreement”, “hereof”, “hereunder”, or words of like import, and each reference in any other document or agreement to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended hereby.

21.2      Entire Agreement.     This Agreement and the documents, instruments and exhibits referred to herein constitute the entire agreement between the Parties with respect to the transactions contemplated hereunder and supersede all prior arrangements or understandings with respect thereto, written or oral. Nothing in this Agreement expressed or implied, is intended to confer upon any Person, other than the Parties or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

2 1 . 3       Amendments. To the extent permitted by law, this Agreement may be amended by a subsequent writing signed by each of the Parties upon the approval of each of the Parties, whether before or after stockholder approval of this Agreement has been obtained.

2 1 . 4       Waivers. No provision of this Agreement may be waived in whole or in part, except by a written agreement signed by all of the Parties hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right of such Party at a later time to enforce the same or any other provision of this Agreement.

2 1 . 5       Assignment. Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party hereto (whether by operation of law or otherwise) without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

21 . 6       Governing Law.    Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Delaware. The Parties all expressly agree and acknowledge that the State of Delaware has a reasonable relationship to the Parties and/or this Agreement. As to any dispute, claim, or litigation arising out of or relating in any way to this Agreement or the transaction at issue in this Agreement, the Parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of any Delaware state court, or federal court of the United States of America sitting in Delaware, and any appellate court from any thereof. Each Party hereto hereby irrevocably waives, to the fullest extent permitted by law: (a) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such court; (b) any claim that any suit, action or proceeding brought in such court has been brought in an inconvenient forum; and (c) any defense that it may now or hereafter have based on lack of personal jurisdiction in such forum.

2 1 . 7       Counterparts.    This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

2 1 . 8      Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to particular sections shall mean and refer to the referenced sections of this Agreement.

2 1 . 9       Enforcement of Agreement. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

2 1 . 10       Survival and Severability. The representations and warranties contained in this Agreement shall be continuing and shall survive the execution and delivery of this Agreement. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

21.1 1       Fees and Expenses . Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

THE PARTIES HAVE READ THE FOREGOING AGREEMENT , UNDERSTAND THE MEANING OF SAME, AND FREELY, KNOWINGLY AND WITH THE ADVICE OF COUNSEL, AFTER DUE CONSIDERATION, VOLUNTARILY ENTER INTO THIS AGREEMENT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the Parties have signed, or have caused this Agreement to be executed by their respective duly authorized representatives, as of the date first set forth above

THE FORMER MEMBERS:

Signature Page to  Settlement and Restructuring Agreement

14

NOTE EXCHANGE AGREEMENT

THIS NOTE EXCHANGE AGREEMENT (this “ Agreement ”) is dated as of July 19, 2018, between Aeon Global Health Corp., a Delaware corporation (the “ Company ”) and the holders identified on the signature pages hereto (each, a “ Holder ” and collectively, the “ Holder s ”).

  Recitals

WHEREAS, pursuant to the terms and conditions of this Agreement, the Company hereby offers to the Holders the New Notes (as defined below), and the Holders wish to purchase and acquire such New Notes in exchange for the surrender and cancellation of one or more promissory notes presently held by the Holders, the terms and conditions of which are set forth on the signature page to this Agreement (the “ O riginal Note s ”) upon the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby agreed and acknowledged, the parties hereto hereby agree as follows:

1.       Defined Terms . In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the New Note or Security Agreement (as defined herein); and (b) the following terms have the meanings set forth in this Section 1:

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ 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.

“ Closing Date ” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to: (i) the Holders’ obligations to surrender the Original Note and (ii) the Company’s obligations to deliver the New Note have been satisfied or waived.

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

“ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Consent Agreement ” means that certain agreement entered into by certain of the Senior Holders consenting to the issuance of the New Notes on the terms contemplated hereby.

“ E ncumbrances ” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

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

“ New Note (s) ” means the senior secured grid notes due, subject to the terms therein, on June 30, 2020, as issued by the Company to the Holders hereunder, in the maximum principal amount as stated on the face of the instrument evidencing such loan and pursuant to which an amount of principal shall be deemed outstanding on the date of issuance equal to the sum of (i) the principal amount of the Original Note(s) held by such Holders, plus (ii) the accrued and unpaid interest thereon, up to the Business Day immediately preceding the Closing Date, which New Notes shall be in the form of Exhibit A attached hereto.

“ 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.

“ Required Approvals ” shall have the meaning ascribed to such term in Section 4(d).

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

“ Security Agreement Amendment ” means an amendment to that certain Amended and Restated Security Agreement dated as of March 20, 2017, as amended prior to the date hereof (the “ Security Agreement ”), which provides for the inclusion of the New Notes as a secured note under the terms of such Amended and Restated Security Agreement.

“ Prior S enior Note s ” means those certain senior secured convertible notes, in the aggregate principal amount of $3,049,651, of which the aggregate principal amount of $2,545,199 was originally issued by the Company on March 20, 2017 and the aggregate principal amount of $504,452 was originally issued by the Company on March 27, 2018, in each case as such senior notes have been amended to date.

“ Senior Holders ” means the holders of the Prior Senior Notes.

“ Transaction Documents ” means this Agreement, the New Notes, the Security Agreement Amendment, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

2.            Securities Exchange .

2.1         Exchange and Closing

(a)    Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note(s) and each Holder shall deliver and surrender to the Company at its principal offices for cancellation such Original Note(s) held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note with a maximum principal amount as set forth on such Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree.

(b)    At Closing, the New Notes issued in exchange for cancellation of the Original Notes shall be deemed the full and final consideration for the cancellation of such Original Notes, and notwithstanding anything to the contrary contained in the Original Notes or otherwise, the Company and Holders hereby agree that upon the Closing: (i) the Company’s obligations under the Original Notes held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Notes shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Notes which expressly survive termination). Further, the Company and Holders hereby agree that upon the Closing the Company’s obligations to Holders pursuant to any security agreements previously entered into between the Company and Holder shall be modified to include the terms and conditions of the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement.

(c)      Each Holder further agrees that it will write “PAID IN FULL” on the original of the Original Notes surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Notes to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original Notes, it hereby authorizes the Company’s agents and officers to write such phrase on the Original Notes. In the event Holder has lost his, her or its Original Notes, or such Original Notes were lost, stolen or destroyed, Holder shall, instead of returning the Original Notes, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Notes and in which instrument the Holder acknowledges that the Original Notes are cancelled and paid in full.

2.2        Deliveries .

(a)      On or prior to the Closing Date (except as otherwise provided below), the Company shall deliver or cause to be delivered to each Holder the following: (i) this Agreement duly executed by the Company; (ii) the Security Agreement Amendment, duly executed by the Company; (iii) a New Note registered in the name of each Holder (such original New Note may be delivered within three Business Days following Closing Date); (iv) an agreement executed by the landlord of the premises in which the Company’s principal place of business is located pursuant to which the landlord agrees to subordinate its security interest into certain assets of the Company to the security interests to be granted to the Holder pursuant to the Security Agreement Amendment; and (v) such other documents relating to the transactions contemplated by this Agreement as the Holder or its counsel may reasonably request.

(b)      On or prior to the Closing Date, each Holder shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Holder; (ii) the Security Agreement Amendment, duly executed by such Holder; (iii) the Holder’s Original Note(s) (or an affidavit of loss and indemnity undertaking with respect thereto, in a form reasonably acceptable to the Company); and (iv) such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.

2.3        Closing Conditions .

(a)      The obligations of the Company hereunder in connection with the Closing are subject to the satisfaction, or waiver by the Company, of the following conditions: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Holders contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Holders required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Holders of the items set forth in Section 2.2(b) of this Agreement; (iv) that certain Settlement and Restructuring Agreement by and among the Company, Peachstate Health Management LLC d/b/a AEON Clinical Laboratories (“Peachstate”), and the former members of Peachstate included on the signature page thereto (the “Settlement Agreement”) have executed the Settlement Agreement and delivered it to the Company; and (v) the Company shall have received any Required Approvals necessary to conduct the Closing.

(b)      The obligations of each Holder hereunder in connection with the Closing are subject to the satisfaction, or waiver by such Holder, of the following conditions: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Settlement Agreement by and among the Company, Peachstate, and the former members of Peachstate included on the signature page thereto have executed the Settlement Agreement and delivered it to the Company; and (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

3.         Representations, Warranties and Covenants of  Holder s .  Each Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company.

(a)     Due Organization and Authorization; Binding Agreement . If Holder is an entity, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Holder has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Holder and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of Holder enforceable against Holder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

(b)     No Conflicts . The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not: (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by which the Holder’s properties or assets are bound; or (ii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Holder or by which any property or asset of the Holder are bound or affected, except, in each case, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of any person, entity, court, administrative agency or governmental authority is required for the execution, delivery or performance of this Agreement by the Holder.

(c)     Holder Status . At the time such Holder was offered the New Note, it was, and as of the date hereof it is either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act; or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Each Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Each Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Each Holder is able to bear the economic risk of its investment in the New Notes for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Notes and that there is no assurance that a public market will ever develop for such securities. The New Notes have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(d)      Information . Each Holder has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information (including all documents filed or furnished to the Commission by the Company) relating to the business, finances and operations of the Company and materials relating to the exchange transaction which have been requested by such Holder. Such Holder has been afforded the opportunity to ask questions of the Company and has had sufficient access to the Company necessary for such Holder to decide to exchange its Original Notes for the New Notes in accordance with this Agreement. Such Holder acknowledges that all of the documents filed by the Company with the Commission under Sections 13(a), 14(a) or 15(d) of the Exchange Act, that have been posted on the EDGAR site maintained by the Commission are available to such Holder, and such Holder has not relied on any statement of the Company not contained in such documents in connection with such Holder’s decision to enter into this Agreement or any other Transaction Document and to consummate the transactions contemplated hereby.

(e)      Certain Disqualification Events . Neither the Holder, nor any director, executive officer, other member or officer of the Holder participating in the transactions contemplated by this Agreement, any beneficial owner of 20% of more of the Holder’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Holder in any capacity at the time of sale (each a “ Holder Covered Person ”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “ Disqualification Event ” ), except for a Disqualification Event covered by Rule 506(d)(2) or (3) (provided that the foregoing exception shall not be available hereunder with respect to Rule 506(d)(2)(iv) for any Disqualification Event of which the Company did not know as a result of the Holder’s failure to disclose such Disqualification Event to the Company). Holder has exercised reasonable care to determine: (i) the identity of each person that is a Holder Covered Person; and (ii) whether any Holder Covered Person is subject to a Disqualification Event.

(f)      Own Account . Each Holder is and will be acquiring the New Notes for such Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided , however , that by making the representations herein, such Holder does not agree to hold such New Notes for any minimum or other specific term and reserves the right to dispose of the New Notes at any time in accordance with federal and state securities laws applicable to such disposition.

(g)      Restricted Securities . Each Holder understands that the New Notes purchased hereunder are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that such New Notes cannot be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or an exemption from registration under the Securities Act is available (and then may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that all certificates representing any of the New Notes will bear a restrictive legend in a form as set forth below. Holder further understands that except as provided in the Transaction Documents: (i) the New Notes have not been and are not being registered under the Securities Act or any state securities laws, must be held indefinitely and may not be offered for sale, sold, assigned or transferred unless permitted in accordance with the terms of such New Notes or the other Transaction Documents and: (A) subsequently registered thereunder; (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such New Notes to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) Holder provides the Company with reasonable assurance that such New Notes can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “ Rule 144 ” ); (ii) any sale of the New Notes made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the New Notes under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission thereunder; and (iii) except as set forth in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the New Notes under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(h)      Reliance on Representations . Each Holder understands that the New Notes are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Holder set forth herein in order to determine the availability of such exemptions and the eligibility of Holder to acquire the New Notes. The Holder undertakes to immediately notify the Company of any change in any statement or other information relating to the Holder which takes place prior to the Closing time. No Person has made any written or oral representations to the Holder that: (i) any Person will resell or repurchase the New Note or (ii) as to the future price or value of the shares of Common Stock of the Company.

(i)       No Brokers . The Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement.

(j)       No General Solicitation . Each Holder acknowledges that the New Notes were not offered to such Holder by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio; or (ii) any seminar or meeting to which such Holder was invited by any of the foregoing means of communications.

(k)      Representations Regarding Original Note s . Each Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Original Note(s) held by it, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or Encumbrances other than restrictions under the Securities Act and other applicable federal and state securities laws. Holder has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of the Original Note(s) or its rights in such Original Note(s), or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Original Note(s) which would limit the Holder’s power to transfer the Original Note(s) hereunder. Holder has the sole and unencumbered right and power to transfer and dispose of the Original Note(s), and such Original Note(s) are not subject to any agreement, arrangement or restriction with respect to the transfer of the Original Note(s), except for this Agreement. No additional consideration for any purpose shall be due to Holder at Closing, with respect to the Original Note(s), other than the New Note. Upon delivery of the Original Note(s) to the Company for cancellation (as contemplated by this Agreement), the Company will receive good and marketable title to the Original Note(s), free and clear of all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or Encumbrances. The Original Note(s) being surrendered by it for cancellation pursuant to this Agreement represent all of the Original Note(s) of the Company in which Holder owns any legal or beneficial interest. No Event of Default (as defined in the Original Note(s) has been declared under the Original Note(s) and no Event of Default exists or is continuing with respect to the Original Note(s).

(l)       No Representations . No person or entity, other than the Company, has been authorized to give any information or to make any representation on behalf of the Company in connection with the offering of the New Notes, and if given or made, such information or representations have not been relied upon by the Holder as having been made or authorized by the Company.  The only representations and warranties made by the Company in connection with the transactions contemplated by this Agreement are those contained in this Agreement, and the only information made available by the Company in connection therewith is contained in this Agreement.

(m)      No Legal, Tax or Investment Advice .  Each Holder understands that the tax consequences of the transactions contemplated by this Agreement are complex, and accordingly such Holder represents and warrants that it understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to him, her or it in connection with this Agreement and the transactions contemplated herein, constitutes legal, tax or investment advice. Such Holder has consulted such legal, tax and investment advisors as he, she or it, in his, her or its sole discretion, has deemed necessary or appropriate in the circumstances. Such Holder is not relying on the Company or any of its respective affiliates or agents, including its counsel and accountants, for any tax advice regarding the tax consequences of the transactions contemplated by this Agreement.

(n)      No Governmental Review . Such Holder 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 in connection with the transactions contemplated by this Agreement or the fairness or suitability of the investment in the New Note nor have such authorities passed upon or endorsed the merits of the New Note.

4.       Representations, Warranties and Covenants of the Company .  The Company represents and warrants to the Holders, and covenants for the benefit of the Holders, as follows:

(a)      Due Organization . The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document; (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ” ) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b)       Due Authorization; Binding Agreement; No Conflicts . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Required Approvals and except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c)       Validity of New Note . The New Note issued pursuant to this Agreement, when delivered in exchange for the Original Note(s) in accordance with this Agreement, will be the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

(d)      Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) those that have previously been obtained; (ii) the filings required pursuant to the Exchange Act; and (iii) such other filings with the Commission as may be required under the Securities Act and such filings as are required to be made under applicable state securities laws (collectively, the “ Required Approvals ” ).

5.             Other Agreements .

5.1       Transfer Restrictions .

(a)      The New Notes may only be disposed of in compliance with their terms and with state and federal securities laws. In connection with any permissible transfer of New Notes other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Holder, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred New Notes under the Securities Act. As a condition of any permitted transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Holder under this Agreement.

(b)      The Holders agree to the imprinting, so long as is required by this Section 5.1, of a legend on the New Notes substantially in the following form:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.

5.2       Waiver of Interest .  The Holder hereby irrevocably waives any and all claims, demands, suits, actions, causes of action and rights whatsoever at law or in equity, now existing or arising relating to any accrued and unpaid interest on the Original Note(s) or any other agreement between the parties.  The Holder hereby acknowledges and agrees that it shall not commence or prosecute in any way, or cause to be commenced or prosecuted, any action in any court relating to such accrued and unpaid interest.

6.         Miscellaneous .

6.1       Governing Law; Consent to Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. Each party hereto agrees that it shall bring any action, proceeding, suit, demand, or claim with respect to any matter arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “ Delaware Courts ”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Delaware Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 6.5 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 6.1 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each party hereto agrees that any judgment issued by a Delaware Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

6.2      Confidentiality .  Each Holder acknowledges and agrees that the existence of this Agreement and the information contained herein and in the Exhibits hereto (collectively, “ Confidential Information ”) is of a confidential nature and shall not, without the prior written consent of the Company, be disclosed by the Holder to any person or entity, other than the Holder’s personal financial and legal advisors for the sole purpose of evaluating an investment in the Company, and that it shall not, without the prior written consent of the Company, directly or indirectly, make any statements, public announcements or release to trade publications or the press with respect to the subject matter of this Agreement.  Notwithstanding the foregoing, the Holder may use or disclose Confidential Information to the extent the Holder is required by law to disclose such Confidential Information, provided, however, that prior to any such required disclosure, Holder shall give the Company reasonable advance notice of any such disclosure and shall cooperate with the Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.  The Holder further acknowledges and agrees that the information contained herein and in the other documents relating to this transaction may be regarded as material non-public information under United States federal securities laws, and that United States federal securities laws prohibit any person who has received material non-public information relating to the Company from purchasing or selling securities of the Company, or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company.  Accordingly, until such time as any such non-public information has been adequately disseminated to the public, the Holder shall not purchase or sell any securities of the Company, or communicate such information to any other person.

6.3      Entire Agreement ; Amendment and Waivers .  This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein.  This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by all of the parties hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

6.4       Counterparts .  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

6.5      Notice s . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Business Day; (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day; (c) the second (2 ^nd ) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service; or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

6.6      Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

6.7      Survival . All representations and warranties made by the Company and each Holder will survive the execution of this Agreement and the Closing until the first anniversary of the Closing Date, except for those representations and warranties which speak as of a specific date. All covenants and other agreements set forth in this Agreement shall survive the Closing for the respective periods set forth therein and if no such period is specified until the first anniversary of the Closing Date.

6.8      Specific Performance; Enforcement . Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore, each of the parties hereto agrees that in the event of any such breach the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity. The parties agree that they shall be entitled to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they may entitled at law or in equity.

6.9      Assignment; Binding Effect; Benefits . This Agreement is not assignable without the written consent of each of the other parties hereto. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns. Except as expressly stated elsewhere herein, nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

6.10      Independent Representation . Each Holder expressly represents and warrants to the Company that (a) before executing this Agreement, said Holder has fully informed himself or itself of the terms, contents, conditions and effects of this Agreement; (b) said Holder has relied solely and completely upon his or its own judgment in executing this Agreement; (c) said Holder has had the opportunity to seek the advice of his or its own counsel and advisors before executing this Agreement; (d) said Holder has acted voluntarily and of his or its own free will in executing this Agreement; (e) said Holder is not acting under duress, whether economic or physical, in executing this Agreement; (f) this Agreement is the result of arm’s length negotiations conducted by and among the parties; and (g) said Holder acknowledges that the law firm of Becker & Poliakoff, LLP has been retained by the Company to prepare this Agreement as legal counsel for the Company, that Becker & Poliakoff, LLP does not represent any Holder in connection with the preparation or execution of this Agreement, that such firm has not given any legal, investment or tax advice to any Holder regarding this Agreement, and that such Holder has not relied upon any legal advice except as provided by its own attorneys. Becker & Poliakoff, LLP is expressly intended as a beneficiary of the representations and warranties of the Holders contained in this Section 6.1 0 .     

6.11      Termination . If the Closing has not been consummated on or before July 31, 2018, this Agreement may be terminated (a) by any Holder (except where any such Holder is in breach of this Agreement or has failed to perform or satisfy any closing condition applicable to it), as to such Holder’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Holders, or (b) by the Company (except for any breach by it or failure to perform or satisfy any closing condition applicable to it), by written notice to the other parties; provided , however , that such termination will not affect the right of any non-breaching party to sue or seek specific performance for any breach by any other party (or parties).

6.12      Construction . The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. In this Agreement, unless the context otherwise requires: (i) words of the masculine or neuter gender will include the masculine, neuter and/or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number, (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, (iii) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation,” (iv) reference to any law means such law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, (v) except as otherwise indicated, all references in this Agreement to the words “Section,” “Schedule” and “Exhibit” are intended to refer to Sections, Schedules and Exhibits to this Agreement, (vi) the headings of the Sections of this Agreement are for convenience only and in no way modify, interpret or construe the meaning of specific provisions of this Agreement, (vi) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement, (vii) any reference herein to “dollars” or “$” shall mean United States dollars, (viii) any reference herein to a Governmental Authority shall be deemed to include reference to any successor thereto, and (ix) the specificity of any representation or warranty contained herein shall not be deemed to limit the generality of any other representation or warranty contained herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

[COMPANY SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT]

IN WITNESS WHEREOF , the Company and each Holder has caused this Agreement to be executed on its behalf as of the date first written above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[HOLDER SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Note Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Maximum Principal Amount of New Note to be Issued at Closing: $ 1,100,000.00

Principal Amount Outstanding on New Note as of Issuance Date: $ 78 4 , 612 .00

Original Note (s) Owned by Holder and Issue Date (the “ Original Note ( s ) ”) :

[HOLDER SIGNATURE PAGE TO NOTE EXCHANGE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Note Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Maximum Principal Amount of New Note to be Issued at Closing: $ 900,000.00

Principal Amount Outstanding on New Note as of Issuance Date: $ 630, 83 7 .00

Original Note (s) Owned by Holder and Issue Date (the “ Original Note ( s ) ”) :

1. Promissory Note originally issued March 20, 2017 in the Principal Amount of $ 591,613.00 .

EXHIBIT A

FORM OF N EW N OTE

14

CONSENT A ND AMENDMENT A GREEMENT

This CONSENT AND AMENDMENT AGREEMENT (this “ Consent ”), dated as of July 19, 2018, is entered into by and among AEON GLOBAL HEALTH CORP., a Delaware corporation (the “ Company ”) and each of the holders of the Senior Notes (as such term is defined below) set forth on the signature pages hereto.

WHEREAS, the Company has issued an aggregate principal amount of $3,049,651 of Senior Secured Convertible Notes due March 20, 2019 (the “ S enior Notes ”);

WHEREAS, the Company’s obligations under the Senior Notes are secured by liens on substantially all of its assets pursuant to that certain Amended and Restated Security Agreement, dated as of March 20, 2017, between the Company and the holders of the Senior Notes, as amended on March 27, 2018 (collectively, the “ Security Agreement ”);

WHEREAS, the Company wishes to restructure an aggregate principal amount of $1,351,482 of Senior Notes held by Hanif A. Roshan and Optimum Ventures, LLC (the “ Exchanging Holders ”), pursuant to which the Exchanging Holders would agree to exchange their Senior Notes for new, secured non-convertible debt instruments pursuant to which such Exchanging Holders would make available a maximum of $2.0 million of debt capital to the Company (the “ New Credit Facility ”), which New Credit Facility would be issued on a parity basis with the Senior Notes;

WHEREAS, the Company and Exchanging Holders wish to obtain the consent of the other holders of the Senior Notes (such other holders being the “ Senior Holders ”) to the establishment of the New Credit Facility and the issuance of up to an aggregate principal amount of $2.0 million of new senior secured notes under the New Credit Facility, pursuant to which an aggregate principal amount of $1,415,449 would be deemed outstanding as of the date of issuance (the “ New Notes ”);

WHEREAS, the Company and Senior Holders desire to extend the maturity date of the Senior Notes held by them (the “ Convertible Senior Notes ”) and to amend certain other terms of the Convertible Senior Notes, as set forth herein; and

WHEREAS, the Company, Exchanging Holders and Senior Holders desire to amend and modify the Security Agreement to permit the establishment of the New Credit Facility and issuance of the New Notes on the terms set forth herein, and the undersigned Senior Holders have agreed to such amendments, modifications and other provisions set forth herein.

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

SECTION 1 .      Definitions . As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Senior Notes and the Security Agreement, as applicable.

SECTION 2 .     Amendment s to the Security Agreement . In order to ensure that the liens granted to the holders of the New Notes are on parity with the liens granted to secure the obligations arising under the Senior Notes, the Senior Holders hereby agree and covenant to execute and deliver to the Company an amendment to the Security Agreement in the form annexed hereto as Exhibit A (the “ Amended Security Agreement ”).

SECTION 3.        Amendments to the Convertible Senior Notes . Effective immediately following the issuance of the New Notes to the Exchanging Holders (the “ Effective Time ”), each of the Convertible Senior Notes is hereby amended as follows:

(a)      The definition of the term “ Maturity Date ” of each Convertible Senior Note is hereby amended such that from and after the Effective Time, the term “ Maturity Date ” shall mean March 20, 2020.

(b)      The first sentence of Section 6(a) of each Convertible Senior Note is hereby amended and restated as follows:

“Subject to the provisions of this Section 6(a) and provided that the Company has filed all reports required to be filed by it pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ SEC Reports ”), prior to the Optional Redemption Notice Date (defined below), then commencing 30 days following the date that the Company’s Common Stock is listed for trading on a National Securities Exchange and at any time thereafter, the Company may deliver a notice to the Holder (an “ Optional Redemption Notice ” and the date such notice is deemed delivered hereunder, the “ Optional Redemption Notice Date ”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the 90 ^th calendar day following the Optional Redemption Notice Date (such date, the “ Optional Redemption Date , ” such 90 day period, the “ Optional Redemption Period ” and such redemption, the “ Optional Redemption ”).”

SECTION 4 .          Acknowledgement and Consent .

(a)      Each of the Senior Holders executing this Consent hereby acknowledges and consents (i) to the establishment of the New Credit Facility and the issuance by the Company of the New Notes on the terms described herein; (ii) to the amendments to the Security Agreement and grant by the Company of the security interest in the Collateral (as defined in the Amended Security Agreement) to the holders of the New Notes; and (iii) to the modifications to the Convertible Senior Notes set forth herein. The Senior Holders further agree that the New Notes shall constitute “Permitted Indebtedness”, as defined in the Security Agreement, and that the liens granted to the holders of the New Notes under the Amended Security Agreement shall constitute “Permitted Liens”, as defined in the Security Agreement.

(b)     The Senior Holders further acknowledge and agree in all respects that (i) the New Notes shall, upon issuance, be pari passu with the Convertible Senior Notes with regard to priority of payment and in all other respects pertaining to their respective interests under the such instruments; and (ii) regardless of the relative times of attachment or perfection thereof, the security interests granted to the Senior Holders under the Security Agreement shall in all respects be pari passu security interests on parity with the security interests granted or to be granted in the Collateral to the holder of the New Notes pursuant to the Amended Security Agreement. Such Senior Holders confirm and agree that the priorities specified herein are applicable irrespective of the time, order or method of attachment or perfection of security interests or the time or order of filing of financing statements and each agrees not to seek to challenge, to avoid, to subordinate or to contest or directly or indirectly to support any other person in challenging, avoiding, subordinating or contesting in any judicial or other proceeding, including, without limitation, any proceeding involving the Company, the priority, validity, extent, perfection or enforceability of any lien held by the holders of the New Notes in all or any part of the Collateral.

SECTION 5 .        Representations and Warranties . Each of the parties hereto represents and warrants that it is duly incorporated or otherwise organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its formation, that it has all requisite power and authority to enter into this Consent and that this Consent has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation. Each of the undersigned Senior Holders further represent and warrant that: (i) it is the beneficial or record owner of the Senior Note originally issued to it, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances; (ii) such Senior Holder has neither assigned, pledged or transferred in any manner, any interest in either the Senior Note originally issued to it or the Security Agreement; and (iii) it is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933.

SECTION 6.      Effect of Amendment . This Consent shall become effective on the date on which (the “ Effective Date ”) the following conditions have occurred: (a) the Company and the undersigned Senior Holders have executed and delivered counterparts of this Consent and the Amended Security Agreement, and (b) the closing of the transactions contemplated under the new exchange agreement between the Company and the Exchanging Holders shall have occurred. At the Effective Time, (i) the applicable portions of this Consent shall be a part of each Convertible Senior Note, as amended hereby, and (ii) each reference in any such document to “this Note”, “hereof”, “hereunder”, or words of like import, and each reference in any other document or agreement to any of the Convertible Senior Notes shall mean and be a reference to the Convertible Senior Notes, as amended hereby. Except as expressly amended hereby, each of the Convertible Senior Notes amended herein shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. This Consent shall be affixed to the original of each Convertible Senior Note and become a part thereof.

SECTION 7 .       Governing Law; Miscellaneous .

(a)      This Consent shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law. Headings used herein are for convenience of reference only and shall not affect the meaning of this Consent. This Consent may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.

(b)       This Consent contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, either written or oral, with respect to its subject matter. This Consent may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by all of the parties hereto. The observance of any term of this Consent may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by the party against whom enforcement of any such waiver is sought. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Consent, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision. This Consent shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

(c)      Each Senior Holder expressly represents and warrants that (a) before executing this Consent, such Senior Holder has fully informed himself or itself of the terms, contents, conditions and effects of this Amendment; (b) such Senior Holder has had the opportunity to seek the advice of his or its own counsel and advisors before executing this Consent; (c) this Consent is the result of arm’s length negotiations conducted by and among the parties; and (d) such Senior Holder acknowledges that the law firm of Becker & Poliakoff, LLP has been retained by the Company to prepare this Amendment as legal counsel for the Company, that Becker & Poliakoff, LLP does not represent any Senior Holder in connection with the preparation or execution of this Amendment, that such firm has not given any legal, investment or tax advice to any Senior Holder regarding this Consent and that such Senior Holder has not relied upon any legal advice except as provided by its own attorneys. Becker & Poliakoff, LLP is expressly intended as a beneficiary of the representations and warranties of the Senior Holder contained in this paragraph.

 [Signature Page Follows]

WITNESS WHEREOF , the parties have caused this Consent to be executed by their respective duly authorized representatives, as of the date first set forth above

ACCEPTED AND AGREED:

MKA 79, LLC

By:          /s/ J. David Luce

Name:   J. David Luce

Title:     Manager

Principal Amount of Senior Note: $641,294

VER 83, LLC

By:          /s/ Douglas B. Luce

Name:   Douglas B. Luce     

Title:     Manager

Principal Amount of Senior Note: $1,056,875

Signature Page to Consent

EXHIBIT A

FORM OF AMENDED SECURITY AGREEMENT

5

AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDMENT NO. 2 to the AMENDED AND RESTATED SECURITY AGREEMENT AMENDMENT (this “ Agreement ”) is made and entered into as of July 19, 2018 by Aeon Global Health Corp. (formerly, Authentidate Holding Corp.), a Delaware corporation (the “ Company ”) and each of the holders of the secured notes listed on the signature pages hereto (such persons, the “ Secured Parties ”).

W I T N E S S E T H:

WHEREAS, the Company entered into that certain Amended and Restated Security Agreement dated as of March 20, 2017 (the “ Original S ecurity Agreement ”) with the Secured Parties with respect to an aggregate principal amount of $2,545,199 of Senior Secured Convertible Notes due March 20, 2018 (the “ Prior S enior Notes ”);

WHEREAS, the Secured Parties and the Company entered into certain agreements dated March 27, 2018, pursuant to which the maturity date of the Prior Senior Notes were extended for one year and the aggregate principal amount of indebtedness outstanding thereunder was increased to $3,049,651; and

WHEREAS, the Company and the Secured Parties entered into an amendment to the Original Security Agreement, dated March 27, 2018 (such amendment, together with the Original Security Agreement, may be referred to herein as the “ Security Agreement ”), pursuant to which the Company granted liens on its assets to secure the additional indebtedness incurred under the Prior Senior Notes;

WHEREAS, the Company wishes to restructure an aggregate principal amount of $1,351,482 of Senior Notes held by Hanif A. Roshan and Optimum Ventures, LLC (the “ Exchanging Holders ”), pursuant to which the Exchanging Holders would exchange their Senior Notes for new, secured non-convertible debt instruments pursuant to which such Exchanging Holders would make available a maximum of $2.0 million of debt capital to the Company (the “ New Credit Facility ”), which New Credit Facility would be on a parity basis with the Prior Senior Notes;

WHEREAS, the Company wishes to obtain the consent of the Secured Parties to the establishment of the New Credit Facility and pursuant thereto issue up to an aggregate principal amount of $2.0 million of new senior secured notes on parity with the Prior Senior Notes, pursuant to which an aggregate principal amount of $1,415,449 would be deemed outstanding as of the date of issuance (the “ New Notes ”); and

WHEREAS, the Company and Secured Parties desire to amend and modify the Security Agreement to permit the establishment of the New Credit Facility and issuance of the New Notes on the terms set forth herein, and the undersigned Secured Parties have agreed to such amendments, modifications and other provisions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Secured Parties and the Company hereby agree as follows.

1.             Certain Definitions .

1.1     Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Security Agreement.

1.2     Section 1.1 of the Security Agreement is hereby amended to include the following additional definitions of the following terms:

(p)      “ New Notes ” shall have the meaning ascribed to such term as is set forth in the Recitals to this Amendment No. 2 to Amended and Restated Security Agreement.

1.3     Section 1.1 of the Security Agreement is hereby amended to replace the definitions of the following terms set forth in the Security Agreement with the following definitions:

(a)     “ Majority in Interest ” shall mean the holders of fifty-one percent (51%) or more of the then outstanding aggregate principal amount of the Secured Notes, at the time of such determination.

(b)     “ Secured Notes ” means the Prior Senior Notes and the New Notes, as may be amended from time to time.

(c)     “ Secured Parties ” means the holders of the Secured Notes, at the time of such determination.           

2.             Amendment and Restatement of Section II of the Original Security Agreement.

(a)      Section 2.1 of the Original Security Agreement is hereby amended and restated to read as follows:

2.1      Grant and Description . In order to secure the full and complete payment and performance of the Obligations when due, including the New Notes, the Company hereby grants to the Secured Parties, subject to the Permitted Liens, a first priority security interest in all of the Company’s rights, titles, and interests in and to the Collateral (the “ Security Interest ”) and subject to the Permitted Liens, pledges, collaterally transfers, and assigns the Collateral to the Secured Parties, all upon and subject to the terms and conditions of this Security Agreement;  provided ,  however , that each Secured Party shall subordinate from time to time upon the Company’s request its Security Interests granted in such Collateral to any Lien(s) granted by the Company or any of its Subsidiaries to third parties which constitutes Permitted Liens contemplated within clauses (h) through (k) of the definition of Permitted Liens. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is expressly prohibited by any contract or by law, then the Security Interest created hereby nonetheless remains effective to the extent allowed by such contract, the UCC or other applicable laws, but is otherwise limited by that prohibition. The Security Interest granted herein shall terminate in accordance with Section 7.1 hereof.

(b)      Section 2.2 of the Original Security Agreement is hereby amended and restated to read as follows:

2.2      Financing Statements; Further Assurances .

(a)    The Secured Parties shall be named as the sole secured parties on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all of the Secured Parties, and agree that the Majority in Interest of the Secured Parties are authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.

(b)    As soon as practicable following the execution and delivery of this Security Agreement, the Company shall:

(i)    file with the State of Delaware and any other offices that the Majority in Interest of the Secured Parties may reasonably request in writing an amended financing statement that (x) indicates the Collateral in a manner consistent with the definition of the term “Collateral” as contained in this Security Agreement, (y) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company, and (z) reflects Roshan as an additional secured party in order to secure the obligations arising under the New Roshan Note;

(ii)   if necessary to perfect the Security Interest granted in the Collateral hereunder, file with the U.S. Patent and Trademark Office, such amended financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder to the Secured Parties on the Company’s patents and patent applications; and

(iii)   upon the reasonable request of the Majority in Interest of the Secured Parties, file such additional financing statements and other documents, including amendments to the financing statements, in order to maintain the Liens in the Collateral.

(c)     Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the request of the Majority in Interest, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the Secured Parties all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Security Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.

3.             Interpretation of Certain Terms .

Each of the Secured Parties and the Company hereby acknowledge, consent and agree that for purposes of the Security Agreement, as amended by this Agreement, (i) the term Obligations includes all obligations under the New Notes on a pari passu basis with the Prior Senior Notes; and (ii) the holders of the New Notes shall be entitled to all rights as a Secured Party hereunder and may fully enforce their rights under the New Notes, as if such New Notes was within the definition of the term “Secured Notes” as set forth in the Security Agreement.

4.            Continuing Validity of Security Agreement. Except as amended under this Agreement, the Security Agreement shall remain in full force and effect. Upon the execution of this Agreement by the Company and the Secured Parties, (i) the applicable portions of this Agreement shall be a part of the Security Agreement, each as amended hereby, and (ii) each reference in the Security Agreement to “this Agreement”, “hereof”, “hereunder”, or words of like import, and each reference in any other document or agreement to the Security Agreement shall mean and be a reference to the Security Agreement, as amended hereby.

5.           Governing Law . This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to principles of conflicts of law.

6.           Headings . The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.           Multiple Counterparts . This Agreement has been executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Executed counterparts may be delivered via facsimile or other means of electronic transmission.

8.           Entire Agreement; Amendments and Waivers . This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, either written or oral, with respect to its subject matter. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by all of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by the party against whom enforcement of any such waiver is sought. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision. This Agreement shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

9.           Separate Counsel . Each of the Secured Parties expressly represents and warrants that (a) before executing this Agreement, such Secured Party has fully informed himself or itself of the terms, contents, conditions and effects of this Agreement; (b) such Secured Party has had the opportunity to seek the advice of his or its own counsel and advisors before executing this Agreement; (c) this Agreement is the result of arm’s length negotiations conducted by and among the parties; and (d) such Secured Party acknowledges that the law firm of Becker & Poliakoff, LLP has been retained by the Company to prepare this Agreement as legal counsel for the Company, that Becker & Poliakoff, LLP does not represent any Secured Party in connection with the preparation or execution of this Agreement, that such firm has not given any legal, investment or tax advice to any of the Secured Parties regarding this Agreement and that such Secured Party has not relied upon any legal advice except as provided by its own attorneys. Becker & Poliakoff, LLP is expressly intended as a beneficiary of the representations and warranties of the Secured Parties contained in this paragraph.

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AMENDMENT NO. 2 to AMENDED AND RESTATED SECURITY AGREEMENT

IN WITNESS WHEREOF, the Company and the Secured Parties have duly executed this Agreement as of the date first written above.