FORM
OF
ADDITIONAL
ISSUANCE AGREEMENT
This
Additional Issuance Agreement (this “
Agreement
”), dated as of March 5, 2018, is made pursuant to that
certain Securities Purchase Agreement, dated as of August 31, 2017 (the “
Purchase Agreement
”), as amended,
by and between Rennova Health, Inc. (the “
Company
”) and the purchaser signatory hereto (the “
Purchaser
”)
for the purchase of the Company’s Senior Secured Original Issue Discount Convertible Debenture due September 19, 2019 (the
“
Additional Debenture
”).
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Issuance
of Additional Debenture
. The Company hereby agrees to issue to the Purchaser, and the Purchaser hereby agrees to
purchase, a debenture of the Company in the aggregate principal amount of $__________, which debenture shall be in the
form of the Debenture (a “
Additional Debenture
”). The total purchase price to the Purchaser for the
purchase of the Additional Debenture is $__________, which represents an original issue discount to the principal of
the Additional Debenture. The Company shall promptly deliver to the Purchaser the Additional Debenture.
2.
Documents
.
The rights and obligations of the Purchaser and of the Company with respect to the Additional Debenture and the shares of
Common Stock issuable under the Additional Debenture (the “
New Underlying Shares
”) shall be identical in
all respects to the rights and obligations of such Purchaser and of the Company with respect to the Debentures and the
Underlying Shares issued and issuable pursuant to the Purchase Agreement. Any rights of a Purchaser or covenants of the
Company which are dependent on such Purchaser holding securities of the Company or which are determined in magnitude by such
Purchaser’s purchase of securities pursuant to the Purchase Agreement shall be deemed to include any securities
purchased or issuable hereunder. The Purchase Agreement is hereby amended so that the term “Debentures” includes
the Additional Debenture issued hereunder and “Underlying Shares” includes the New Underlying Shares.
3.
Security
Interest and Mortgage
. Company hereby acknowledges and agrees that (a) the security interests granted to the holders of
the Existing Debentures and Debentures pursuant to the Existing Security Agreement applies to and covers the obligations of
the Company to the Purchasers evidenced by the Additional Debentures, (b) upon the filing of the Amendment to the Existing
Mortgage (as defined in the Purchase Agreement), the liens granted to the Purchasers pursuant to the Existing Mortgage
applies to and covers the obligations of the Company to the Purchasers evidenced by the Additional Debentures and (c) the
Additional Debentures rank
pari passu
to the Existing Debentures and the Debentures.
4.
Subsidiary
Guarantee
. The Additional Debenture constitutes an “Obligation” under the Subsidiary Guarantee as if the
Additional Debentures were Debentures issued pursuant to the Purchase Agreement.
5.
Subordination
Agreement
. The Company shall have received confirmations and acknowledgments from the signatories thereto that the
Additional Debentures are subject to the subordination agreements required pursuant to the Purchase Agreement.
6.
Additional
Mortgage
. Upon the consummation of the acquisition of the assets of an acute care hospital in Jamestown, Tennessee
pursuant to the agreement dated as of January 31, 2018, at the closing thereof, the Company shall, or shall cause the
applicable Subsidiary to, grant the Purchaser a first mortgage or deed of trust lien on the real estate included in such
transaction.
7.
Exchange
Right
. Reference is made to that certain Exchange Agreement, dated October 30, 2017, by and between the Company and the
Purchaser (“
Exchange Agreement
”) and the Series I-2 Convertible Preferred Stock (“
Preferred
Stock
”) issuable upon exchange of the Existing Securities (as defined thereunder). The Purchaser shall have the
right, in its sole discretion, to exchange, from time to time and all or in part, any principal amount of the Additional
Debentures pursuant to the Exchange Agreement as if such Additional Debentures were Existing Securities. The issuance of
Exchange Securities in exchange for Additional Debentures shall be on the same terms and conditions as the exchange for
Existing Securities. The Exchange Agreement is hereby amended to include in the definition of Existing Securities the
Additional Debentures in all respects.
8.
Representations
and Warranties of the Company
. The Company hereby makes to the Purchaser the following representations and
warranties:
(a)
Authorization;
Enforcement
. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery
of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or
its stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance
with the terms hereof, 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.
(b)
No
Conflicts
. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate
or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (except
as contemplated by the Security Documents) upon any of the properties or assets of the Company in connection with, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material
understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii)
subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state
securities laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of
each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(c)
Issuance
of the Additional Debenture
. The Additional Debenture is duly authorized and, upon the execution of this Agreement by a Purchaser,
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents. The Additional Underlying Shares, when issued in accordance with the terms
of the Additional Debenture, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the
Additional Underlying Shares at least equal to the Required Minimum on the date hereof.
(d)
Affirmation
of Prior Representations and Warranties
. Except as set forth on
Schedule 8(d)
hereto, the Company hereby represents
and warrants to each Purchaser that the Company’s representations and warranties listed in Section 3.1 of the Purchase Agreement
are true and correct as of the date hereof.
9
.
Representations and Warranties of the Purchaser
. The Purchaser hereby represents and warrants as of the date hereof to the Company as follows:
(a)
Authority
.
The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate or similar action on the part of such Purchaser. This Agreement has been duly executed by such Purchaser
and, when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of such Purchaser, enforceable against it 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.
(b)
Own
Account
. Such Purchaser (i) understands that the Additional Debenture is a “restricted security” and have not
been registered under the Securities Act or any applicable state securities law, (ii) is acquiring the Additional Debenture as
principal for its own account and not with a view to or for distributing or reselling such Additional Debenture or any part thereof
in violation of the Securities Act or any applicable state securities law, (iii) has no present intention of distributing any
of such securities in violation of the Securities Act or any applicable state securities law and (iv) has no arrangement or understanding
with any other persons regarding the distribution of such Additional Debenture (this representation and warranty not limiting
such Purchaser’s right to sell the Additional Underlying Shares pursuant to the Registration Statement or otherwise in compliance
with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law.
Such Purchaser is acquiring the Additional Debenture hereunder in the ordinary course of its business. Such Purchaser does not
have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Additional Debenture or
Additional Underlying Shares.
(c)
Purchaser
Status
. Such Purchaser is an “accredited investor” as defined in Rule 501under the Securities Act.
(d)
General
Solicitation
. Such Purchaser is not purchasing the Additional Debenture as a result of any advertisement, article, notice
or other communication regarding the Additional Debenture published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general solicitation or general advertisement.
10
.
Public
Disclosure
. The Company shall, within one Trading Day of the date hereof, issue a Current Report on Form 8-K, reasonably
acceptable to the Purchaser, disclosing the material terms of the transactions contemplated hereby and attaching this
Agreement as an exhibit thereto. The Company shall consult with the Purchaser in issuing any other press releases with
respect to the transactions contemplated hereby.
11
.
Delivery
of Opinion
. Concurrently herewith, the Company shall deliver to the Purchaser an opinion of counsel regarding this
Agreement and the issuance of the Additional Debenture in form and substance reasonably acceptable to the
Purchaser.
12
.
Effect
on Transaction Documents
. Except as expressly set forth above, all of the terms and conditions of the Transaction
Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed,
modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may
have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be
deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the
event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand,
and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall
prevail.
13
.
Amendments
and Waivers
. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in
writing and signed by the Company and each Purchaser.
14
.
Notices
.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Purchase Agreement.
15.
Successors
and Assigns
. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each Purchaser. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of the Purchaser of the then-outstanding
Securities. The Purchaser may assign their rights hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.
16.
Execution
and 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 the other party, it being understood that both 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.
17
.
Governing
Law
. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Purchase Agreement.
18
.
Severability
.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
19
.
Headings
.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
20
.
Fees
and expenses
. At the closing, the Company has agreed to reimburse the Purchaser $10,000 for its fees and
expenses. The Company shall deliver to each Purchaser, prior to closing, a completed and executed copy of a
closing statement, for the closing of the purchase and sale of the Additional Debenture, otherwise in the form attached to
the Purchase Agreement.
[SIGNATURE
PAGE FOLLOWS]
Executed
as of the first date written above by the undersigned duly authorized representatives of the Company and the Purchaser:
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RENNOVA HEALTH, INC.
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By:
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Name:
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Title:
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Name
of Purchaser:
Signature
of Authorized Signatory
: ___________________________
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Purchase
Price:
Debenture:
RENNOVA
HEALTH, INC. ANNOUNCES $2,480,000 PRIVATE PLACEMENT OF CONVERTIBLE NOTE
WEST
PALM BEACH, Fla. (March 5, 2018) – Rennova Health, Inc. (OTCQB: RNVA) (OTCQB: RNVAW)
, a vertically integrated provider
of industry-leading diagnostics and supportive software solutions to healthcare providers, that opened its first rural hospital
in Oneida, Tenn. in August 2017, announced today that it has entered into an additional issuance agreement (the “Agreement”)
with certain existing institutional investors of the Company. Pursuant to the Agreement, the Company has agreed to issue a further
$2,480,000 aggregate principal amount of the September 1, 2017 Senior Secured Original Issue Discount Convertible Debentures due
September 19, 2019. Gross proceeds from the Agreement are expected to be $2,000,000. The closing of the offering is expected to
occur on or before March 5, 2018 and is subject to, among other things, receiving certain consents and other customary closing
conditions.
The
securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or
any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption
from registration under the Securities Act and applicable state securities laws.
This
announcement is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company.
About
Rennova Health, Inc.
Rennova
provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective
patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to
empower customers, we are creating the next generation of healthcare. For more information, please visit
www.rennovahealth.com.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Additional information concerning these and other risk factors are contained in the Company’s
most recent filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon
any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations
or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Rennova
Health
Sebastien Sainsbury, 561-666-9818
ssainsbury@rennovahealth.com
Investors
LHA
Kim Golodetz, 212-838-3777
Kgolodetz@lhai.com
or
Bruce Voss, 310-691-7100
Bvoss@lhai.com
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