Promissory Note of InnovaQor, Inc., dated July 1, 2022, payable to Rennova Health, Inc

Exhibit 10.1

PROMISSORY NOTE

FOR VALUE RECEIVED the undersigned, InnovaQor, Inc. (the “Borrower”), hereby promises to pay to the order of Rennova Health, Inc. (the “Holder”), the principal amount of Eight hundred and eighty three thousand, seven hundred and fifty seven dollars and twenty seven cents ($883,757.27) on December 31^st, 2022 (Maturity date)

SUMMARY, InnovaQor, Inc. is in the process of filing the required documents with the SEC to become a fully reporting company and upon becoming fully reporting anticipates completing a registration statement (Reg A and/or S1) to register new shares and access capital. Rennova Health, Inc., has provided $803,415.70 as a loan to the Company under the terms described herein.

Section 1. Interest.

A. Generally. The Note value provides for a 10% original issue discount for the cash received for the six-month term.

B. Default Rate of Interest. Subject to applicable law, any principal of this Note outstanding after six months shall bear interest, payable on demand in immediately available funds, for each partial or full month until the date of actual payment, at a rate equal to the sum of 18% per annum.

Section 2. Repayment. The principal amount of this Note shall be paid as follows:

(a) $883,757.27 shall be due and payable on the Maturity Date.

Section 3. Payments. The payment or prepayment of any amount under this Note shall be payable in lawful money of the United States of America. Any part payment under this Note shall be applied first to accrued interest and second to any principal amount outstanding under this Note.

Section 4. Events of Default. The occurrence (whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise) and continuation for any reason whatsoever of any of the following events shall constitute an “Event of Default”:

Section 5. Rights upon Event of Default. If an Event of Default described in Section 5 has occurred, the Holder, at its option, may declare the aggregate principal amount of this Note, together with all accrued and unpaid interest thereon, immediately due.

Section 6. Transferability. Holder shall not be entitled to assign, transfer, hypothecate, pledge or otherwise convey all or any part of this Note.

Section 7. Miscellaneous.

A. Unconditional Obligation; Waivers. The obligations of the Borrower to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. Except as provided herein, the Borrower hereby waives presentment and demand for payment, notice of non-payment, notice of dishonor, protest, notice of protest, bringing of suit and diligence in taking any action to collect any amount called for under this Note. No waiver of any provision of this Note made by agreement of the Holder and any other person shall constitute a waiver of any other terms hereof, or otherwise release or discharge the liability of the Borrower under this Note. No failure to exercise and no delay in exercising, on the part of the Holder, any right, power or privilege under this Note shall operate as a waiver thereof nor shall partial exercise of any right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

B. Notices and Addresses. Any notice, demand, request, waiver, or other communication under this Note shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the business day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service for next day delivery; and on the third day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:

C. Severability; Binding Effect. Any provision of this Note which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Note or affecting the validity or unenforceability of any of the terms and provisions of this Note in any other jurisdiction. This Note shall be binding upon and inure to the benefit of the parties hereto. Neither this Note nor any rights or obligations hereunder may be assigned by the Borrower or the Holder.

D. Governing Law. This Note and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed and interpreted according to the internal laws of the state of Florida, without giving effect to the principles of conflicts of laws thereof.

E. Amendment. This Note can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Note and signed by the Borrower and the Holder

F. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Note.

IN WITNESS WHEREOF, this Note has been executed and delivered as of the date specified above.