Exhibit
10.8


 


REVISED:
September 28, 2015


Amendment
Number 1 attached


 


May
20, 2015


 


Darwin
Fogt, CEO & President


eWellness
Healthcare Corporation


11825
Major Street


Culver
City, California 90230


 


Dear
Darwin:


 


This
letter (the “Agreement”) will confirm the agreement, effective as of the above date (the “Effective Date”),
by and between Mavericks Capital LLC (“Mavericks Capital”) and, to the extent required by federal and state securities
laws, Mavericks Capital Securities LLC (“Mavericks Securities”), and eWellness Healthcare Corporation and its controlled
subsidiaries, if any, (“eWellness”, the “Company” or “you”). Whenever this Agreement refers
to “Mavericks” or “we,” it refers to both Mavericks Capital and Mavericks Securities and each of them
is bound and has rights with respect to the terms of the Agreement. Certain other terms used herein are defined in Section 7 hereof.


 


Mavericks
acknowledges and agrees that the primary objective of this relationship is to assist the Company in the execution of a Financing
and/or Strategic Partnership transaction. Other alternatives are included as well for the sake of transparency and completeness.
You may from time to time ask us to perform additional or other services beyond the engagement described in this Agreement. If
you do request such services, we may need to clear conflicts of interest, and we may need to enter into a separate engagement
agreement, or an amendment of this Agreement, with you. If the scope of our engagement changes, the terms set out in this Agreement
will apply unless we enter into a subsequent written agreement or an amendment to this Agreement. Otherwise, we will proceed in
reliance upon the description and terms set forth in this Agreement.


 


1.
Engagement; Strategic Advisory Services; Discretion of the Company as to Transactions; Outcomes.


 


a.
Engagement; Advisory Services. The Company hereby engages Mavericks, as of the Effective Date, to act during the Term (as
defined herein) as non-exclusive strategic advisor to the Company in connection with one or more proposed Transactions (as defined
herein), under the terms set forth in this Agreement. It is understood that eWellness has separately retained Merriman Capital,
Inc. for them to seek investment(s) from Hedge Funds, Family Offices and Accredited Investors. Mavericks will advise the Company
with respect to various strategic alternatives designed to maximize value for stockholders while minimizing, to the extent possible,
overall risk, including execution of a Financing and/or Strategic Partnership transaction, and will, using its commercially reasonable
efforts, perform the strategic advisory services for the Company, and will deliver to the Company such deliverables, as are described
on Schedule A attached hereto and incorporated herein by reference. Mavericks is not undertaking to provide any advice to the
Company relating to legal, regulatory, accounting or tax matters (per SEC and FINRA regulations). In furtherance thereof, the
Company acknowledges and agrees that (a) the Company and its Affiliates have relied upon and will continue to rely upon the advice
from their own legal, regulatory, tax and accounting advisors for all matters relating to any Transaction, and (b) neither the
Company nor any of its Affiliates has received, or has relied upon, the advice of Mavericks or its affiliates regarding matters
of law, regulation, taxation or accounting. Mavericks Securities, a securities broker-dealer registered with the Securities and
Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”), will provide any services
under this Agreement, and will receive any compensation, that require registration or licensing as a securities broker-dealer
under federal or state law.


 


 




    	 



    	Confidential: eWellness Healthcare Corporation



    

 


b.
Discretion of the Company as to Transactions. The Company will have the sole discretion, by action of the Board of Directors
of the Company (the “Board”), to determine whether to enter into any Transaction and to determine the terms for any
such Transaction.


 


c.
Outcomes. The Company expressly acknowledges that Mavericks cannot warrant or guarantee any particular outcome from this
Agreement or as to any Transaction. Mavericks will have no liability to the Company in the event that no Transaction results from
the services provided under this Agreement.


 


2.
Term; Termination; Tail Period; Effect of Termination.


 


a.
Term; Termination. The term of this Agreement (the “Term”) will commence on the Effective Date and will
continue until terminated by either Party as hereinafter provided. Either Party may terminate this Agreement at any time on at
least thirty (30) days prior written notice to the other Party (or such shorter or longer notice period as the Parties may agree
in writing).


 


b.
Tail Period. After termination hereof, the Company will be obligated to pay Mavericks a Transaction Fee, as described in
Section 3 hereof, with respect to Transactions that are consummated prior to the expiration of the period (the “Tail
Period”) commencing at the date of such termination and concluding twenty-four (24) months after such date of termination.


 


c.
Effect of Termination. Upon termination of this Agreement, the obligation of Mavericks to provide services hereunder will
terminate. The provisions of Sections 3 - 6 and 9 - 22 hereof, and the obligations of the Company hereunder to pay fees to and
to reimburse Mavericks will survive any termination of this Agreement.


 


3.
Fees. The Company will pay Mavericks, as compensation for Mavericks’ services under this Agreement, the following
fees. Mavericks’ fees hereunder will not be reduced by any other obligation that the Company may have to any other broker,
finder or advisor.


 




    	Mavericks Capital LLC	2



    	Confidential: eWellness Healthcare Corporation	 



    

 


a.
Commitment Fee. The Company will pay Mavericks a monthly retainer fee (the “Commitment Fee”) of $10,000,
prorated for partial months on a 30-day basis. This retainer initially will be deferred, cumulate, and be payable when the Company
raises $250,000 in new investor funds from the Effective Date. Afterwards, it will be paid monthly in full. As part of the Commitment
Fee, the Company will also grant Mavericks warrants to purchase 250,000 shares of the Company’s Common Stock at an exercise
price of $0.35 per share during the ten (10) year period following its issuance as well as other contain customary terms, including
a net exercise (cashless exercise) provision. Any Commitment Fee paid by the Company to Mavericks will not be credited towards
any Transaction Fee payable by the Company to Mavericks.


 


b.
Transaction Fee. In addition to the Commitment Fee, the Company will pay Transaction Fees to Mavericks as set forth below:


 


i.
Financing:


 


1.
If a Financing is consummated with one or more Transaction Parties during the Term or Tail Period, then the Company will pay Mavericks,
or Mavericks Securities if the fee is a success fee involving the purchase or sale of securities and is required by federal and
state securities laws, a success fee based on the Aggregate Consideration received (the “Financing Transaction Fee”),
in an amount according to the following Financing Transaction Fee Schedule:


 


	 	Financing
    Aggregate Consideration	 	Success
    Fee
	 	 	 	 
	 	Total
    gross Financing proceeds	 	A
    cash payment equal to 6% of Financing Aggregate Consideration will be paid to at the consummation of the Financing, plus 
	 	 	 	 
	 	 	 	A
    warrant (the “Warrant”), as described below, will be issued at the closing of the Financing transaction.


 


a.
If the Financing consists of the issuance by the Company of shares of Preferred Stock or Common Stock or a combination thereof
(the “Financing Stock”), then the Warrant (1) will be exercisable to purchase a number of shares of the Financing
Stock of the Company issued in such Financing equal to 3% of the total of such Financing Stock sold by the Company (i.e., if 5,000,000
shares of Preferred Stock are sold in the Financing, the Warrant will be exercisable during the ten (10) year period following
its issuance for 150,000 shares of the Preferred Stock issued in the Financing), and (2) will have an exercise price per share,
equal to the per share price at which such Financing Stock was sold exercisable in cash and/or cancellation of indebtedness of
the Company, and (3) will contain customary terms contained in warrants issued as compensation in a financing transaction, including
a net exercise (cashless exercise) provision.


 


b.
If the Financing consists of the issuance of promissory notes of the Company (“Bridge Notes”) which are by their terms
convertible, into shares of its Preferred Stock or Common Stock or a combination thereof (the “Note Conversion Stock”),
then the Warrant (1) will provide that it will be exercisable during the ten (10) year period following its issuance to purchase
a number of shares of the Note Conversion Stock of the Company equal to 3% of the number of shares of Note Conversion Stock assuming
that all Bridge Notes have been converted (i.e., if a total of 5,000,000 shares of the total number of shares of Preferred Stock
issued in the Conversion Trigger Financing are issued to the holders of such converted Bridge Notes in the Conversion Trigger
Financing, the Warrant will be exercisable for 150,000 shares of the Preferred Stock issued to such holders in such Conversion
Trigger Financing) subject to the same anti-dilution provisions contained in the Bridge Note, and (2) will have an exercise price
which is equal to the conversion per share price at which such Bridge Notes are convertible into Note Conversion Stock payable
by cash and/or cancellation of indebtedness of the Company, and (3) will contain customary terms for warrants issued as compensation
in a financing transaction, including a net exercise (cashless exercise) provision.


 




    	Mavericks Capital LLC	3



    	Confidential: eWellness Healthcare Corporation	 



    

 


2.
Notwithstanding the foregoing, if a definitive written agreement is entered into by the Company during the Term or during the
Tail Period for a Financing, and such definitive agreement provides for (a) structured or tiered investment in the Financing over
time or upon the occurrence of certain events, or (b) rights to acquire securities of the Company upon payment or delivery of
additional consideration, then the Company will pay the Financing Transaction Fee within five (5) business days after the Company’s
receipt of such relevant amount of Financing Aggregate Consideration.


 


ii.
Strategic Partnership:


 


1.
If a Strategic Partnership is consummated during the Term or during the Tail Period, the Company will pay Mavericks Capital, or
Mavericks Securities if the fee is a success fee involving the purchase or sale of securities and is required by federal and state
securities laws, a success fee (the “Strategic Partnership Transaction Fee”) based on the Aggregate Consideration
received in an amount according to the following Strategic Partnership Transaction Fee Schedule:


 


	 	Strategic
    Partnership Aggregate Consideration:	 	
	 	Upfront
    Payment	 	Success
    Fee
	 		 	 
	 	Any
    purchase of securities in the Company as part of the Strategic Partnership Transaction	 	Financing
    Transaction Fee determined as provided in the Financing Transaction Fee Schedule in Section 3.b.i hereof
	 	 	 	 
	 	Up
    to $1M (excluding any purchase of securities)	 	$75,000
	 	 	 	 
	 	Over
    $1M (excluding any purchase of securities)	 	$75,000
    plus 5% of amount in excess of $1M
	 	 	 	 
	 	Strategic
    Partnership Aggregate Consideration:	 	 
	 	Subsequent
                                         Payments incl. Milestones & Royalties
	 	Success
    Fee
			 	 
	 	Any
    purchase of securities in the Company as part of the Strategic Partnership Transaction	 	Financing
    Transaction Fee determined as provided in the Financing Transaction Fee Schedule in Section 3.b.iii hereof
	 	 	 	 
	 	Up
    to $20M (excluding any purchase of securities)	 	5%
    of the amount of such subsequent payments
	 	 	 	 
	 	Over
    $20M (excluding any purchase of securities)	 	4%
    of the amount of such subsequent payments


 




    	Mavericks Capital LLC	4



    	Confidential: eWellness Healthcare Corporation	 



    

 


iii.
Sale of Company:


 


1.
If (A) a Sale of Company is consummated during the Term or during the Tail Period, or (B) any party in a Strategic Partnership
or Financing, as herein defined, acquires the other party pursuant to a Transaction Option, as hereinafter defined, regardless
of when such exercise and Transaction Option is consummated, the Company will pay Mavericks Capital or Mavericks Securities a
success fee based on Aggregate Consideration, as hereinafter defined, received (the “Sale of Company Transaction Fee”),
in an amount according to the following Sale of Company Transaction Fee Schedule:


 


	 	Sale
    of Company Aggregate Consideration	 	Success
    Fee
	 	 	 	 
	 	Up to $10M	 	Greater of 7.5%
    of Aggregate Consideration or $500k
	 	$10M and less
    than $50M	 	$0.75M plus 5%
    of the amount in excess of $10M
	 	$50M and less
    than $100M	 	$2.75M plus 4%
    of the amount in excess of $50M
	 	Greater than $100M	 	$4.75M
    plus 3% of the amount in excess of $100M


 


2.
In the event that a Sale of Company Transaction is structured as a tender offer, or as a merger, the Company will ensure that
the binding agreements with respect to such Transaction provide for the payment to Mavericks Capital or Mavericks Securities by
the Company prior to payments or proceeds going to the equity holders of the Company.


 


c.
Break-Up Fees. If the Company is entitled to receive a break-up, termination, “topping,” expense reimbursement
or similar fee or payment (including, without limitation, any judgment for damages or amount in settlement of any dispute as a
result of such termination, abandonment or failure to occur) (a “Break-Up Fee”) from a third party and a Transaction
Fee would have been due to Mavericks but for the termination, abandonment or failure of the Transaction, Mavericks will be entitled
to a cash fee, payable promptly following the Company’s receipt of such Break-Up Fee, equal to the lesser of (i) 25% of
the aggregate amount of all such Break-Up Fees received by the Company or (ii) $500,000.00.


 


d.
No Future Reduction in Fees. Transaction Fees due hereunder that are attributable to that part of the relevant Aggregate
Consideration which is deferred or is conditional or contingent upon the occurrence of some future performance or event (excluding
a customary escrow deposit if required in the case of a Sale of Company Transaction) will not be subject to termination or reduction
as a result of the termination or reduction of such deferred, conditional or contingent Aggregate Consideration by the Company
(or its successor-in-interest) in a subsequent transaction for material consideration. Thus, in the case where a subsequent transaction
truncates the fees Mavericks would have otherwise received, the Company and Mavericks will mutually agree upon on a lump sum payment
(payable at the closing of the subsequent transaction) to make Mavericks whole. If the Company and Mavericks cannot agree on that
lump sum payment, the Company will pay Mavericks a Transaction Fee based on the subsequent Transaction according to the fee schedules
above.


 


4.
Out-of-Pocket Expenses. For expenses incurred by Mavericks during the course of executing a Transaction, the Company will
reimburse Mavericks for travel and all other reasonable out-of-pocket expenses provided that Mavericks will not incur such expenses
in excess of $500 individually or in the aggregate without the Company’s prior written consent, which consent will not be
unreasonably or untimely withheld. Mavericks will invoice a monthly fee of $300, which is a prorated charge for each of its clients
for the use of several expensive databases that Mavericks has contracted on behalf of its clients. The Company will also, upon
the prior written approval, pay any service provider engaged by Mavericks directly for payments over $500. Mavericks and any such
service provider will provide the Company with such receipts or invoices, and in such format, as the Company may request in good
faith in order for the Company to meets its requirements under IRS regulations.


 




    	Mavericks Capital LLC	5



    	Confidential: eWellness Healthcare Corporation	 



    

 


5.
Timing and Method of Payments. Unless otherwise specified in this Agreement, payment of the Commitment Fee, Transaction
Fee, and expense reimbursement by the Company will be paid to Mavericks in U.S. dollars by wire transfer to the account or accounts
identified by Mavericks in writing to the Company as follows: (a) as to the Commitment Fee and reimbursement of expenses, within
five (5) business days after receipt by the Company from Mavericks of an invoice therefor, (b) as to a Financing or Strategic
Partnership Transaction Fee, within five (5) business days after the Company’s receipt (or, as relevant, the receipt by
its equityholders, depending on the structure of the Transaction) of the relevant Aggregate Consideration, and (c) as a Sale of
Company Transaction Fee, contiguous to the Company’s receipt (or, as relevant, the receipt by its equityholders, depending
on the structure of the Transaction) of the relevant Aggregate Consideration. Transaction Fees due hereunder that are attributable
Aggregate Consideration which is contingent upon the occurrence of a future event (excluding a customary escrow deposit if required
in the case of a Sale of Company Transaction) will be paid by the Company to Mavericks within five (5) business days after the
Company’s receipt of the relevant Aggregate Consideration which is contingent upon the occurrence of some future event.


 


6.
Reporting. For so long as any amounts are due or potentially due to Mavericks hereunder from the Company with respect to
any Transaction, the Company and any successor in interest to the Company or its assets will continue to provide such written
financial reports to Mavericks Capital or to Mavericks Securities and their assigns (such as Shareholder Representative Services
LLC or similar company) as will enable Mavericks Capital or Mavericks Securities to determine independently the amount of Transaction
Fees due hereunder as to such Transaction, provided that such reports will contain only financial information upon which Transaction
Fees are calculated to be due hereunder and will not contain any Company information deemed to be proprietary or confidential.


 


7.
Certain Definitions. As used in this Agreement, the following words have the following meaning.


 


a.
“Affiliate” means: (i) a director, executive officer, employee, consultant of the Company, or a stockholder
owning at least five percent (5%) of the issued and outstanding shares of the Company Common Stock, or securities exercisable
or convertible into at least 5% of the Company’s assets or Common Stock, and (ii) as to a Party, a party controlling, controlled
by or under common control with such Party.


 




    	Mavericks Capital LLC	6



    	Confidential: eWellness Healthcare Corporation	 



    

 


b.
“Aggregate Consideration” means the value of all consideration paid in a Transaction, in whatever form, including,
but not limited to cash, cash equivalents, promissory notes, liabilities assumed, payments made to third parties on behalf of
a Party, earn-outs, royalties, real property sold or leased, intellectual property sold or licensed, assets, products, or securities
and employment agreements, consulting agreements, management agreements provided that, in the case of employment agreements, consulting
agreements and management agreements, the value of the consideration paid under these agreements will only be included in the
calculation of Aggregate Consideration to the extent such value exceeds the average consideration paid to such employee by the
Company over the previous two years by more than 25%; and provided that payments (including milestone and/or royalty payments)
due by the Company to any third party (including Affiliates) will not be deducted from, and will be included in, the calculation
of Aggregate Consideration.


 


The
fair market value of any noncash component, such as securities (whether debt or equity) or other property, which are part of Aggregate
Consideration will be determined as follows:


 


i.
The value of securities that are freely tradable on an established public market will be determined by the average closing market
prices, weighted by trading volume, for the ten trading days prior to (1) the closing of the Transaction with respect to securities
paid at such closing or (2) the date securities are deliverable to the Company or its stockholders with respect to such securities
delivered later than the closing; it being understood that for the purposes herein, restricted securities for which there is a
public market for the underlying security will be deemed to be valued at the public market price of such securities without applying
any type of discount; and


 


ii.
The value of securities that are not freely tradable or have no established public market, and the value of Aggregate Consideration
that consists of other property, will be the fair market value as of the date the securities or other property are released to
the Company or its stockholders, as determined in good faith by Mavericks and the Company, or a mutually agreed third party if
Mavericks and the Company cannot agree to valuation.


 


If
there is no resolution as to the value under such securities under this subsection by the Parties prior to the closing of a Transaction,
then the Company will ensure that sufficient Aggregate Consideration is placed into escrow in the amount of such value claimed
by Mavericks, until resolution of such value.


 


c.
“Business day” means a day when U.S. national banks in New York are open for business.


 


d.
“Financing” means any issuance or sale of the Company’s equity or debt securities.


 


e.
“Sale of Company” means one or a series of transactions whereby, directly or indirectly, control of or a material
interest in the Company or any of its businesses or assets, such that the value of such interest or businesses or assets is equal
to or greater than fifty-one percent (51%) of the total equity or value of the Company, are transferred to or combined with that
of any person or one or more persons formed by or affiliated with such person, including, without limitation, an acquisition,
a disposition or exchange of capital stock or assets, a merger or consolidation, a tender or exchange offer, a leveraged buyout,
or the formation of a joint venture or partnership or any similar transaction; provided that if such transaction or transactions
include a payment to the Company of a percentage of sales or profits of the business or assets (i.e., royalties or profit share)
transferred at any time more than two (2) years after the date that the Transaction is consummated, such transaction will be defined
as a Strategic Partnership rather than as a Sale of Company.


 




    	Mavericks Capital LLC	7



    	Confidential: eWellness Healthcare Corporation	 



    

 


f.
“Strategic Partnership” means any transaction or related series or combination of transactions whereby, directly
or indirectly, the Company or an Affiliate sells, contributes, or exchanges such Party’s assets (including drugs, drug candidates,
medical devices, diagnostics, or the like), services, or technology (including, but not limited to, the transfer, sharing, licensing,
or other transaction involving its or another party’s technology or intellectual property or other assets), or enters into
a joint venture, partnership, in- or out-licensing agreement, or similar transaction that does not satisfy the definition of a
Sale of Company or Financing.


 


g.
“Transaction” means, individually or collectively, a Sale of Company, Strategic Partnership, or Financing,
as the case may be.


 


h.
“Transaction Fee” means, individually or collectively, a Sale of Company Transaction Fee, Strategic Partnership
Transaction Fee, or Financing Transaction Fee, as the case may be.


 


i.
“Transaction Fee Schedule” means, individually or collectively, a Sale of Company Transaction Fee Schedule,
Strategic Partnership Transaction Fee Schedule, or Financing Transaction Fee Schedule, as set forth in this Agreement, as the
case may be.


 


j.
“Transaction Option” means an option or right of the relevant Transaction Party, contained in any definitive
written agreement for a Sale of Company, Strategic Partnership, or Financing which is entered into by the Company during the Term
or during the Tail Period, which provides for such Transaction Party to complete a transaction after the Term and/or after the
Tail Period that would be deemed a Sale of Company, Strategic Partnership, or Financing hereunder.


 


k.
“Transaction Party” or “Transaction Parties” means any party consummating a Transaction
with the Company, including without limitation, purchasers or acquirers of, strategic partners with, licensees or licensors of,
and/or investors in the Company.


 


8.
Information.


 


a.
The Company will furnish, or cause to be furnished, to Mavericks such information as Mavericks believes appropriate to its engagement
hereunder (all such information referred to collectively herein as “Information”) and the Company represents
that to the best of its knowledge, all such Information will be true, accurate and complete in all material respects as of the
date provided. The Company will use commercially reasonable efforts to notify Mavericks promptly of any change that may be material
in such Information. Mavericks will preserve such information according to relevant FINRA and SEC regulations.


 




    	Mavericks Capital LLC	8



    	Confidential: eWellness Healthcare Corporation	 



    

 


b.
Mavericks will be entitled to rely on and use the Information and other information that is either publicly available or supplied
by the Company without independent verification, and will not be responsible in any respect for the accuracy, completeness or
reasonableness of all such Information as it is provided to Mavericks or to conduct any independent verification or any appraisal
or physical inspection of properties or assets.


 


c.
Mavericks will assume that all financial forecasts in such Information have been reasonably prepared and reflect the best then-currently
available estimates and judgments of the Company as to the expected future financial performance of the Company.


 


d.
Mavericks acknowledges and agrees that it may, pursuant to this Agreement, be given access to, or provided with information that
the Company considers to be information that is not made available to the public (“Confidential Information”).
Mavericks will take necessary precautions to safeguard Confidential Information from disclosure to third parties, and will not
use the Confidential Information for any purpose except in carrying out its duties hereunder, and will, if so requested in good
faith by the Company, execute and deliver a customary Nondisclosure Agreement, separate from this Agreement, with respect to such
Confidential Information. Mavericks may, on a case by case basis, disclose Confidential Information to third parties, including
potential Transaction Parties, as necessary to carry out its duties hereunder, provided the Company has approved such disclosure
to the relevant third party in writing to Mavericks in advance of the disclosure. Mavericks will cooperate in good faith with
Company to assist the Company to enter into such confidentiality agreements with such third parties prior to such disclosures
as the Company may require.


 


9.
Disclosure. The Company acknowledges that all materials and advice given by Mavericks in connection with Mavericks’
engagement hereunder is solely for the benefit and use of the executive management (Chief Executive Officer, President and Vice
Presidents) and the Board in considering the Transactions. Except as required by law, the Company agrees that no such materials
and advice will be used for any other purpose or be disclosed, reproduced, disseminated, quoted or referred to at any time, in
any manner or for any other purpose, nor will any public reference to Mavericks be made by or on behalf of the Company, in each
case without Mavericks’ prior written consent, which consent will not be unreasonably or untimely withheld. The Company
agrees to not use any valuation work provided as part of this engagement for the purposes of selling securities or valuing the
company to an external party. The Company also agrees that such valuation is not, and should not be considered to be, a fair value
opinion by Mavericks.


 


10.
No Third Party Beneficiaries. The Company acknowledges and agrees that Mavericks has been retained to act as a financial
advisor to the Company, and not as an advisor to or agent of any other person under this Agreement, and that the Company’s
engagement of Mavericks is not intended to, and does not, confer rights upon any person not a party to this Agreement (including
stockholders, employees or creditors of the Company) against Mavericks or its affiliates, or their respective Directors, officers,
employees or agents. This Agreement is not intended to, and does not, confer rights upon any Affiliate of Mavericks nor any of
Mavericks’ members or other equityholders, employees or creditors.


 


11.
Independent Contractor; Taxes. Mavericks is engaged hereunder by the Company as, and will act hereunder as, an independent
contractor, and any duties arising out of Mavericks’ engagement hereunder will be owed solely to the Company. Neither Party
has the power or the authority to bind the other Party to any third party nor to commit any obligation of the other Party to any
third party. Mavericks will be responsible for payment of all taxes owed by it on all amounts paid to it by the Company hereunder.


 




    	Mavericks Capital LLC	9



    	Confidential: eWellness Healthcare Corporation	 



    

 


12.
Indemnification. The Company and Mavericks agree to the provisions with respect to the Company’s indemnity of Mavericks
set forth in, and other matters set forth in, Schedule B attached hereto and incorporated herein by reference.


 


13.
Publicity. Upon consummation of a Transaction, Mavericks may, at Mavericks’ expense, place a customary announcement
in such newspapers, periodicals or other media as Mavericks may choose, stating that Mavericks has acted as a financial advisor
to the Company in connection with such Transaction, provided that the Company has approved the content of such announcement in
final form prior to its placement, which approval will not be unreasonably or untimely withheld. Any announcement by the Company
as to the consummation of a Transaction in which Mavericks is mentioned will require the written approval of Mavericks as to such
mention in the final form thereof prior to the publication of such announcement by the Company, which approval will not be unreasonably
or untimely withheld.


 


14.
Amendments and Successors. This Agreement may not be waived, amended, modified, or assigned in any way, in whole or in
part, including by operation of law, without the prior written consent of the Company and Mavericks. The provisions of this Agreement
will inure to the benefit of and be binding upon the successors and assigns of the Company and Mavericks.


 


15.
Entire Agreement. This Agreement, including Schedules A and B hereto, constitutes the entire agreement between Mavericks
and the Company with respect to the subject matter of this Agreement, and supersedes any prior agreements and understandings between
the Parties with respect to such subject matter.


 


16.
Notices; Counting of Time. All notices and other communications under this Agreement will be in writing and will be given
by personal or courier delivery, or by electronic mail (“email”), and will be deemed to have been duly given upon
receipt if personally delivered, including delivery by courier, or on the date of transmission if transmitted by email without
rejection, to the addresses of the Parties as set forth herein. Notices hereunder may not be delivered by facsimile or mail.
Either Party may change such Party’s address for notices by notice duly given pursuant to this Section 16:


 


a.
If to Mavericks Capital or Mavericks Securities:


 


Mavericks
Capital LLC


(or, as applicable)


Mavericks Capital Securities LLC


Attn: Jeffrey S. Karan, Managing Partner


600 Hansen Way, Suite 200


Palo Alto, California, 94304


USA


Email:
jeff.karan@maverickscap.com


 




    	Mavericks Capital LLC	10



    	Confidential: eWellness Healthcare Corporation	 



    

 


b.
If to the Company:


 


eWellness
Healthcare Corporation


Attn: Darwin Fogt, President


11825
Major Street


Culver
City, California 90230


USA


Email:
darwin@evolution-pt.com


 


For
purposes of counting of time under this Agreement, the day upon which the event occurs which initiates such relevant time period
will not be counted, and the day immediately next thereafter will be counted as the first day of the relevant period.


 


17.
Headings. Section and paragraph headings in this Agreement are intended for convenience of reference only, and will not
in any way limit, define, amplify or otherwise affect the interpretation of any term of this Agreement.


 


18.
Severability. The Parties believe that the provisions of this Agreement are no broader in scope and duration than is necessary
to protect the legitimate interests of the Parties being protected in this Agreement, and therefore it is the intent of the Parties
that such provisions be enforced to the fullest extent permissible under applicable law. If a court of competent jurisdiction
declares any provision of this Agreement illegal, invalid or otherwise unenforceable, such provision will be deemed severed to
the extent or scope of the illegality, invalidity or unenforceability. If it remains possible after such severance for the remaining
provisions of this Agreement to achieve the essential intent of the Parties, such remaining provisions will be deemed to remain
in full force and effect.


 


19.
Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together will constitute
one agreement binding on each of the Parties.


 


20.
Electronic Storage. This Agreement and its attendant signatures may be scanned into image or PDF document form, and the
electronic copy will be deemed to carry the same legal, binding weight as the original document.


 


21.
Governing Law and Jurisdiction. This Agreement and all matters relating to this Agreement shall be governed by, and construed
in accordance with, the laws of the State of California, without reference to the conflict of laws principles of the State of
California. The parties hereby (a) irrevocably submit to the exclusive jurisdiction of the state courts of California, and the
federal courts of the United States of America, located in Santa Clara, California in respect of the interpretation or enforcement
of this Agreement and (b) waive any objection to such jurisdiction or such venue. Each of the parties hereby agrees that mailing
of process or other papers in connection with any such action or proceeding in the manner provided in the notice provisions above,
or in such other manner as may be permitted by law, shall be valid and sufficient service of such process or other papers.


 




    	Mavericks Capital LLC	11



    	Confidential: eWellness Healthcare Corporation	 



    

 


22.
Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK
THE ADVICE OF LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL
NOT BE CONSTRUED AGAINST EITHER PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.


 


We
are enthusiastic about the opportunity of working with you on this important assignment. If this letter correctly sets forth the
understanding between us, please so indicate by signing on the designated space below and returning a signed copy to me by hand,
or by email to me at jeff.karan@maverickscap.com.


 


	 	Sincerely,
	 	 
	 	 
	 	Jeffrey S. Karan
	 	Managing Partner
	 	Mavericks Capital
    LLC and
	 	Mavericks Capital
    Securities LLC
	 	 
	 	 
	 	Donna Fedor 
	 	Managing Director
	 	Mavericks Capital
LLC


 


	AGREED:	 
	 	 
	eWellness
    Healthcare Corporation	 
	 	 
	 	 
	Darwin
    Fogt	 
	CEO
    and President	 


 


Date
signed: May 20, 2015




 



    	Mavericks Capital LLC	12



    	Confidential: eWellness Healthcare Corporation	 



    

 


SCHEDULE
A


 


CERTAIN
SERVICES AND DELIVERABLES BY MAVERICKS


 


Mavericks
Capital, and Mavericks Securities when required by federal or state securities laws, may perform the following financial advisory
and investment banking services for the Company under this Agreement, using commercially reasonable efforts:


 


	1.	assist
    the Company in analyzing the Company’s business, operations, properties, financial condition and prospects;
	 	 
	2.	assist
    the Company in preparing material describing the Company, its products and its technology for distribution and presentation
    to potential Transaction Parties previously approved by the Company;
	 	 
	3.	work
    with the Company to develop and maintain a list of potential Transaction Parties, review and discuss such list with the Company
    on an ongoing basis, and, as directed by the Company, contact and provide information regarding the Company and assistance
    to such potential Transaction Parties in order that they better understand the opportunity;
	 	 
	4.	advise
    the Company as to strategy and tactics for negotiations related to one or more Transactions and, if requested by the Company,
    participate in such negotiations;
	 	 
	5.	assist
    and advise the Company with respect to the financial form and structure of the Transaction; and
	 	 
	6.	render
    such other financial advisory and investment banking services as may be necessary to effectuate the Transaction(s) or as may
    from time to time be agreed by Mavericks and the Company in writing.


 




    	Mavericks Capital LLC	13



    	Confidential: eWellness Healthcare Corporation	 



    

 


SCHEDULE
B


 


INDEMNIFICATION


 


Indemnification.
The Company will indemnify and hold Mavericks and Mavericks’ agents, employees, members,
officers, Directors, managers, principals, partners, advisors and affiliated entities and the agents, employees, members, officers,
Directors, managers, principals, partners, and advisors of each affiliated entity (collectively, the “Indemnified Parties”)
harmless against and from all losses, claims, damages or liabilities, and all actions, claims, proceedings and investigations
in respect thereof, arising out of or in connection with this Agreement, and will reimburse the Indemnified Parties for their
time and all reasonable legal and other out-of-pocket expenses as incurred by the Indemnified Parties in connection with investigating,
preparing or defending any such action, claim, proceeding or investigation; provided, however, that the Company will not be so
liable to the extent that any such loss, claim, damage or liability is finally determined by a judge or an arbitrator to have
resulted primarily and directly from any of the Indemnified Parties’ fraud, gross negligence or willful misconduct. Also,
the Company will not settle any claim, action, suit or proceeding related to the engagement of Mavericks under this Agreement
or otherwise as to this Agreement unless the settlement also includes an unconditional release of the Indemnified Parties from
all liabilities arising out of such claim, action, suit or proceeding.


 


If
for any reason the foregoing indemnification or reimbursement is unavailable to the Indemnified Parties or is insufficient to
hold the Indemnified Parties harmless, then the Company will contribute to the amount paid or payable by the Indemnified Parties
as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and Mavericks on the other hand, the relative fault of the Company and of Mavericks and any relevant
equitable considerations; provided that, in no event will the aggregate contribution of Mavericks hereunder exceed the amount
of fees actually received by Mavericks pursuant to this Agreement (collectively, the “Contribution Obligations”).
Such reimbursement and indemnity obligations together with the Contribution Obligations of the Company under this Agreement will
be in addition to any liability which the Company may otherwise have, will survive the execution and any termination of this Agreement
and will be binding upon any successors, assigns, and representatives of the Company.


 


Limitation
of Mavericks’ Liability. The Company will limit any and all liability or claim for damages, cost of defense or expense
it seeks against any of the Indemnified Parties to a sum not to exceed the cash compensation actually realized by Mavericks under
this Agreement, arising from any error, omission or negligence by Mavericks in the course of performing services under the Agreement.
Such damages include, but are not limited to, lost profits, lost revenues, or consequential, incidental or special damages. This
provision will survive the execution and any termination of this Agreement and will be binding upon any successors, assigns, and
representatives of the Company.


 




    	Mavericks Capital LLC	14



    	Confidential: eWellness Healthcare Corporation	 



    

 


AMENDMENT
NUMBER 1


 


This
Amendment Number 1 confirms the understanding and agreement between Mavericks Capital and the Company originally dated May 20,
2015 (the “Original Agreement”) and adds two additions. All of the terms and provisions of the Original Agreement
remain in full force and effect. The two changes / additions now incorporated in the Original Agreement are the following:


 


Change
1


 


While
the primary objectives of the business relationship described in the Original Agreement hasn’t changed, Mavericks may also
assist eWellness in the acquisition of new customers (“Customer Acquisition”).


 


As
such, the following new section is added to the Original Agreement in Section 3 (b), after subsection iii) Sale of Company:


 


iv)
Customer Acquisition:


 


If
Mavericks introduces the Company to a potential customer, and that customer enters into a business relationship with the Company,
Mavericks will be entitled to a customer acquisition fee (the “Customer Acquisition Transaction Fee”) according to
the following Customer Acquisition Transaction Fee Schedule:


 


	 	Net
    Customer Revenue	 	Success
    Fee
	 	 	 	 
	 	Customer
    revenue received by the Company, net of any pass through costs	 	10%
    of that revenue, payable to Mavericks upon receipt by the Company


 


The
Company and Mavericks must agree in writing in advance as to which potential customers of the Company are covered by this section.
Email correspondence (request and confirmation) is satisfactory for the purposes of this section.


 


Change
2


 


In
Section 7 (Certain Definitions), the following definition is included in alphabetical order:


 


“Customer
Acquisition” means a transaction or series of transactions whereby the Company sells its products and/ or services to
a third party (the “Customer”) introduced by Mavericks, resulting in revenues to the Company. Mavericks and the Company
will agree in advance, in writing, as to which Customers of the Company are subject to this definition.


 


If
this Amendment correctly sets forth the understanding between us, please so indicate by signing on the designated space below
and returning a signed copy to me.


 




    	Mavericks Capital LLC	15



    	Confidential: eWellness Healthcare Corporation	 



    

 


Agreed
this 28th day of September, 2015


 


	Mavericks
    Capital LLC	 	Mavericks
    Capital Securities LLC
	 	 	 	 	 
	By:	 	 	By:
    	 
	Name:	John Selig	 	Name:	Jeffrey
    S. Karan
	Title:	Managing Partner	 	Title:	Managing
    Partner
	 	 	 	 	 
	By:	 	 	 	 
	Name:	Donna Fedor	 	 	 
	Title: 	Managing Director	 	 	 
	 	 	 	 	 
	eWellness
    Corporation	 	 	 
	 	 	 	 	 
	By:
    	 	 	 	 
	Name: 	Darwin Fogt	 	 	 
	Title: 	Chief Executive
    Officer and President	 	 	 


 




    	Mavericks Capital LLC	16