This
STOCK OPTION AGREEMENT (the “Agreement”) is made as of October 29, 2020 by and between ETHEMA HEALTH
CORPORATION, a Colorado corporation (“Ethema” or “Transferor”), and JOSHUA BAUMAN
(“Bauman” or the “Transferee”). The Transferor and the Transferee are referred to herein
each as a “Party” and collectively, the “Parties.”


Recital


A.                
WHEREAS, this Stock Option Agreement cancels
and replaces the Stock Option Agreement Dated September 14, 2020 between Ethema and Bauman.


B.                 
WHEREAS, American Treatment Holdings, Inc., a
Florida corporation (“ATHI”) owns 100% of the membership interest in Evernia Health Services, LLC, a Florida limited
liability company (“Evernia”), which operates drug rehabilitation facilities.


C.                 
WHEREAS, pursuant to an agreement between ATHI
and Ethema, Ethema has agreed to lend ATHI up to $300,000.00 and once Ethema has lent that amount of money to ATHI , ATHI has
agreed to apply for a change of ownership so that it can sell 10,200,000 shares of ATHI to Ethema.


D.                
WHEREAS, pursuant to a Note and related Securities
Purchase Agreements dated September 14, 2020 (the “Note”), Ethema agreed that after it acquires the shares of ATHI,
it would sell to Transferee, an amount of shares equal to 20% the total outstanding shares of ATHI (the “Transferred Shares”),
with the Transferee receiving a percentage of the Transferred Shares equal to the percentage of the total amount actually advanced
by Transferee under the Note. The 20% share will be based on a total of $400,000 in total advanced under that Note. 


E.                 
NOW THEREFORE, in fulfillment of the foregoing
agreement in the Note, and in consideration of the promises herein made to one another, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties are executing this Agreement, to give Transferee an option
to purchase the Transferred Shares pursuant to the terms and conditions below:


Agreement


1.                  
The Parties hereby agree and acknowledges that
Transferee has advanced under the Note the sum of $100,000.00 and that the total amount advanced by Transferee and Other Transferees
collectively under the Note shall not exceed $400,000.00.


2.                  
Transferor hereby grants an option to Transferee
to purchase 500,000 shares of ATHI for a period of 5 years (the “Option”), at a price of $0.0001 per share. 


3.                  
Transferee agrees and acknowledges that all shares
received pursuant to this Agreement are subject to the rights, privileges, and obligations of the Shareholder Agreement that shall
be executed by the shareholders of ATHI at the time of the sale of the shares. 


4.                  
Transferee agrees that for a period of 5 years
from the date hereof, all voting rights of all optioned shares or shares received pursuant to this Agreement shall be assigned
to Ethema. 


5.                  
The Parties agree that (a) Transferee shall share
in all distributions to shareholders on an as exercised basis and (b) upon such time that Transferee receives distributions in
the aggregate from ATHI equal to the amount that Transferee advanced under the Note, (i) the remaining amount of shares exercisable
pursuant to the Option shall be reduced by half, and (ii) half of any shares held as a result of exercising the option shall be
returned to the Ethema.


6.                  
In no event shall the Transferee be entitled
to acquire an amount of Commons Shares through the exercise of the Option, of which the sum of (1) the number of Common Shares
beneficially owned by the Transferee and its affiliates (other than Common Shares which may be deemed beneficially owned through
the ownership of the unexercised portion of the Option) and (2) the number of Common Shares transferable to Transferee upon the
exercise of the portion of this Option with respect to which the determination of this proviso is being made, would result in
beneficial ownership by the Transferee and its affiliates of more than 9.99% of the outstanding Common Shares. 


7.                  
The Parties agree that the shares transferrable
to or acquired by Transferee pursuant to this Agreement will be held in escrow by an escrow agent until the later of (a) the change
of ownership is approved by the Florida Department of Children and Families or (b) the shares are acquired by Transferee.


[Signature
page follows]




    	 



    	 



    

In
Witness Whereof, the parties have executed
this Securities Purchase Agreement as of the date first written above.


 


 


	Transferor:

         
	Transferee:

         

	Ethema
                                         Health Corporation

         

        By:_____________________________

        Name:
        ___________________________

        Title:
        ____________________________

         

         

        Address:
________________________        

         

        _________________________

         

         

         

         
	Joshua
                                         Bauman

         

         

         

         

         

         

        Address:
        ________________________

         

        _________________________