Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on June 10, 2024 Rennova Health, Inc. (the "Company" or "Rennova") entered into two stock exchange agreements, each with FOXO Technologies Inc. ("FOXO").

The first agreement (the "Myrtle Agreement") provided for the Company to exchange all of its equity interest in its subsidiary, Myrtle Recovery Centers, Inc. ("Myrtle") for $500,000, payable in shares of FOXO's Class A Common Stock (the "FOXO Common Stock"). This transaction closed on June 14, 2024. On June 25, 2024, the parties to the Myrtle Agreement entered into a Consent and Waiver (the "Consent and Waiver"), pursuant to which FOXO issued 1,023,629 shares of FOXO Common Stock to the Company on July 17, 2024 (which was the date of approval of the NYSE American, upon which the FOXO Common Stock is listed). Such shares represented $235,434.67 of the purchase price. Pursuant to the Consent and Waiver, the remainder of the purchase price ($264,565.33) is represented by a Note issued by FOXO to the Company. The Note is due on demand and payable in cash or, upon receipt of required approval of the issuance under the rules of the NYSE American, in shares of FOXO Common Stock. There is no guarantee that such approval will be received.

The second agreement (the "RCHI Agreement") provided for the Company to exchange all of the outstanding shares of its subsidiary Rennova Community Health, Inc. ("RCHI") for 20,000 shares of a to be authorized Series A Cumulative Convertible Redeemable Preferred Stock (the "FOXO Preferred Stock"). Closing of the RCHI Agreement was subject to a number of conditions. On September 10, 2024, the parties to the RCHI Agreement entered into an Amended and Restated Securities Exchange Agreement (the "Amendment") which revised the consideration payable to the Company from shares of FOXO Preferred Stock to $100. In addition, RCHI issued to the Company a senior secured note in the principal amount of $22,000,000 (subject to adjustment) (the "RCHI Note"). The RCHI Note matures on September 10, 2026 and accrues interest on any outstanding principal amount at the rate of 8% per annum for the first six months, increasing to 12% per annum thereafter. Upon an event of default, the interest rate shall increase to 20% per annum. The RCHI Note requires principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI and its subsidiary Scott County Community Hospital, Inc. ("Scott County"). The RCHI Note will be reduced by payment of 25% of any net proceeds from sales of equity or assets by FOXO.

The RCHI Note is guaranteed by FOXO and Scott County, pursuant to the terms of a Guaranty Agreement (the "Guaranty"). The RCHI Note is also secured by the assets of RCHI and Scott County pursuant to a Security and Pledge Agreement (the "RCHI Pledge Agreement") and by the "Collateral" owned by FOXO as provided in the Security and Pledge Agreement with FOXO (the "FOXO Pledge Agreement"). The Amendment also provides that the Company may at any time request that FOXO seek approval of its shareholders of the issuance of FOXO Common Stock upon conversion in full of the shares of FOXO Series A Preferred Stock issuable upon exchange of the RCHI Note. At any time after receipt of such approval, the Company shall have the option to exchange, in whole or in part, the RCHI Note for shares of FOXO Series A Preferred Stock. Upon any such exchange, the Company will receive the equivalent of $1.00 stated value of FOXO Series A Preferred Stock for each $1.00 of the aggregate of principal and accrued and unpaid interest, liquidated damages and/or redemption proceeds (or any other amounts owing under the RCHI Note) being exchanged.

Also, pursuant to the Amendment, FOXO expanded the size of its Board of Directors to five, and their Board elected Seamus Lagan and Trevor Langley to fill the vacancies on September 10, 2024. Mr. Lagan is the Chief Executive Officer and a director of Rennova and Mr. Langley is a director of Rennova.

The foregoing descriptions of the Consent and Waiver, Amendment, RCHI Note, Guaranty, RCHI Pledge Agreement, and FOXO Pledge Agreement do not purport to be complete and are qualified by reference to such agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.