SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 7, 2017, by and between eWELLNESS HEALTHCARE
CORPORATION, a Nevada corporation, with headquarters located at 11825 Major Street, Culver City, California 90230 (the “Company”),
and JEB Partners L.P., a Delaware limited partnership, with its address at 3 West Hill Place, Boston MA 02114 (the “Buyer”).


 


WHEREAS:


 


A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;


 


B.
Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions
set forth in this Agreement, a Senior Convertible Promissory Note of the Company, in the aggregate principal amount of $55,000.00
(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance
with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares of
common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations
and conditions set forth in such Note;


 


C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is
set forth immediately below its name on the signature pages hereto;


 


NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as
follows:


 


		1.	Purchase
                                         and Sale of Note.



 


	 	a.	Purchase
    of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to
    purchase from the Company, the Note in the principal amount as is set forth immediately below the Buyer’s name on the
    signature pages hereto.
	 	 	 
	 	b.	Form
    of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at
    the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company,
    in accordance with the Company’s written wiring instructions, against delivery of the Note in an amount equal to the
    Actual Amount of Purchase Price of Note as is set forth below the Buyer’s name on the signature pages hereto, and (ii)
    the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase
    Price.
	 	 	 
	 	c.	Closing
    Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
    the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be
    4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time.
	 	 	 
	 	d.	Closing.
    The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date
    at such location as may be agreed to by the parties (including via exchange of electronic signatures).


 


		2.	Buyer’s
                                         Representations and Warranties. The Buyer represents and warrants to the Company
                                         as of the Closing Date that:



 


	 	a.	Investment
                                         Purpose. As of the Closing Date, the Buyer is purchasing the Note and the Conversion
                                         Shares (the “Securities”) for its own account and not with a present view
                                         towards the public sale or distribution thereof, except pursuant to sales registered
                                         or exempted from registration under the 1933 Act; provided, however, that
                                         by making the representations herein, the Buyer does not agree to hold any of the Securities
                                         for any minimum or other specific term and reserves the right to dispose of the Securities
                                         at any time in accordance with or pursuant to a registration statement or an exemption
                                         under the 1933 Act.



 




    	 	 	 



    	 		 



    

 


	 	b.	Accredited
    Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
    D (an “Accredited Investor”).
	 	 	 
	 	c.	Reliance
    on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
    from the registration requirements of United States federal and state securities laws and that the Company is relying upon
    the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
    and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
    of the Buyer to acquire the Securities.
	 	 	 
	 	d.	Information.
    The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished
    with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
    sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been,
    and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company
    regarding its business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material
    nonpublic information regarding the Company or otherwise and will not disclose such information unless such information is
    disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other
    due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s
    right to rely on the Company’s representations and warranties contained in Section 3 below.
	 	 	 
	 	e.	Governmental
    Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
    has passed upon or made any recommendation or endorsement of the Securities.
	 	 	 
	 	f.	Transfer
                                         or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has
                                         not been and is not being registered under the 1933 Act or any applicable state securities
                                         laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant
                                         to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered
                                         to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal
                                         Counsel Opinion (as defined below)) that shall be in form, substance and scope customary
                                         for opinions of counsel in comparable transactions to the effect that the Securities
                                         to be sold or transferred may be sold or transferred pursuant to an exemption from such
                                         registration, which opinion shall be accepted by the Company, (c) the Securities are
                                         sold or transferred to an “affiliate” (as defined in Rule 144 promulgated
                                         under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees
                                         to sell or otherwise transfer the Securities only in accordance with this Section 2(f)
                                         and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,
                                         or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor
                                         rule) (“Regulation S”), and the Buyer shall have delivered to the Company,
                                         at the cost of the Company, an opinion of counsel that shall be in form, substance and
                                         scope customary for opinions of counsel in corporate transactions, which opinion shall
                                         be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule
                                         144 may be made only in accordance with the terms of said Rule and further, if said Rule
                                         is not applicable, any re-sale of such Securities under circumstances in which the seller
                                         (or the person through whom the sale is made) may be deemed to be an underwriter (as
                                         that term is defined in the 1933 Act) may require compliance with some other exemption
                                         under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither
                                         the Company nor any other person is under any obligation to register such Securities
                                         under the 1933 Act or any state securities laws or to comply with the terms and conditions
                                         of any exemption thereunder (in each case). Notwithstanding the foregoing or anything
                                         else contained herein to the contrary, the Securities may be pledged in connection with
                                         a bona fide margin account or other lending arrangement secured by the Securities,
                                         and such pledge of Securities shall not be deemed to be a transfer, sale or assignment
                                         of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall
                                         be not required to provide the Company with any notice thereof or otherwise make any
                                         delivery to the Company pursuant to this Agreement or otherwise.



 




    	 	 	 



    	 		 



    

 


	 	g.	Legends.
    The Buyer understands that until such time as the Issuance Shares, the Note and, upon conversion of the Note in accordance
    with its respective terms, the Conversion Shares, have been registered under the 1933 Act or may be sold pursuant to Rule
    144, Rule 144A under the 1933 Act or Regulation S without any restriction as to the number of securities as of a particular
    date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and
    a stop-transfer order may be placed against transfer of the certificates for such Securities):



 


	 	 	“NEITHER
    THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
    [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
    LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
    STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL
    BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
    SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
    PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”	 



 


	 	 	The
    legend set forth above shall be removed and the Company shall issue a certificate for the applicable shares of Common Stock
    without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable
    shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The
    Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws,
    (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may
    be sold pursuant to Rule 144, Rule 144A or Regulation S without any restriction as to the number of securities as of a particular
    date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated
    by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without
    registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.
    The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The
    Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the
    opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
    such as Rule 144, Rule 144A or Regulation S, at the Deadline (as defined in the Note), it will be considered an Event
    of Default pursuant to Section 3.2 of the Note.
	 	 	 
	 	h.	Authorization;
                                         Enforcement. This Agreement has been duly and validly authorized by the Buyer and
                                         has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes
                                         a valid and binding agreement of the Buyer enforceable in accordance with its terms,
                                         except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
                                         or other similar laws affecting creditors rights generally and except as may be limited
                                         by the exercise of judicial discretion in applying principles of equity.



 




    	 	 	 



    	 		 



    







 


	 	i.	Residency.
    The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.


 


	 	3.	Representations
    and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:
	 	 	 
	 	a.	Organiz.ation
    and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
    validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and
    authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
    owned, leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries
    of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified
    as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property
    or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified
    or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse
    effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken
    as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection
    herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
    in which the Company owns, directly or indirectly, any equity or other ownership interest.
	 	 	 
	 	b.	Authorization;
    Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
    the Note and the Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in
    accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Issuance Shares, the
    Note, the Warrant and (if applicable) the Conversion Shares and the Warrant Shares by the Company and the consummation by
    it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note, the Warrant,
    the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable
    upon conversion or exercise of the Note and the Warrant) have been duly authorized by the Company’s Board of Directors
    and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this
    Agreement, the Note and the Warrant (together with any other instruments executed in connection herewith or therewith) have
    been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the
    true and official representative with authority to sign this Agreement, the Note and the Warrant and the other instruments
    documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement and the Note
    each constitute, and upon execution and delivery by the Company of the Note and the Warrant, each of such instruments will
    constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
	 	 	 
	 	c.	Capitalization;
    Governing Documents. As of December 31, 2016 the authorized capital stock of the Company consists of 100,000,000 authorized
    shares of Common Stock. Company represents that it will increase its authorized common stock to at least 250,000,000 no later
    than February 28, 2017. As of the effective date of this Agreement, other than as publicly announced prior to such date and
    reflected in the SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for,
    puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever
    relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any
    of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
    shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which
    the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933
    Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or
    in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The
    Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect
    on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof
    (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company
    and the material rights of the holders thereof in respect thereto.


 




    	 	 	 



    	 		 



    

 


	 	d.	Issuance
    of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the
    Note in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes,
    liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar
    rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
	 	 	 
	 	e.	Acknowledgment
    of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the
    conversion     of the Note and the Conversion Shares.
	 	 	 
	 	f.	Ranking;
    No Conflicts. The Note is and shall be a senior debt obligation of the Company, with priority in payment and performance
    over all existing indebtedness of the Company with the exception of other Notes issued to JEB Partners, JOJ Holdings, or JLS
    Ventures. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the
    Company of the transactions contemplated hereby and thereby (including the issuance and reservation for issuance of the
    Conversion     Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of
    Incorporation or By-laws,     or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a
    default (or an event which with     notice or lapse of time or both could become a default) under, or give to others any
    rights of termination, amendment, acceleration     or cancellation of, any agreement, note, evidence of indebtedness,
    indenture, patent, patent license or instrument to which     the Company or any of its Subsidiaries is a party, or (iii)
    result in a violation of any law, rule, regulation, order, judgment     or decree (including federal and state securities
    laws and regulations and regulations of any self-regulatory organizations     to which the Company or its securities are
    subject) applicable to the Company or any of its Subsidiaries or by which any property     or asset of the Company or any of
    its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations,     amendments, accelerations,
    cancellations and violations as would not, individually or in the aggregate, have a Material Adverse     Effect). Neither the
    Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other     organizational
    documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which     with notice
    or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company     nor
    any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of
    termination,     amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or
    any of its Subsidiaries     is a party or by which any property or assets of the Company or any of its Subsidiaries is bound
    or affected, except for possible     defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
    The businesses of the Company and     its Subsidiaries, if any, are not being conducted, and shall not be conducted so long
    as the Buyer owns any of the Securities,     in violation of any law, ordinance or regulation of any governmental entity.
    Except as specifically contemplated by this Agreement     and as required under the 1933 Act and any applicable state
    securities laws, the Company is not required to obtain any consent,     authorization or order of, or make any filing or
    registration with, any court, governmental agency, regulatory agency, self-regulatory     organization or stock market or any
    third party in order for it to execute, deliver or perform any of its obligations under     this Agreement and the Note in
    accordance with the terms hereof or thereof or to issue and sell the Note in accordance with     the terms hereof and, upon
    conversion of the Note, Conversion Shares and. All consents, authorizations, orders, filings and     registrations which the
    Company is required to obtain pursuant to the preceding sentence have been obtained or effected on     or prior to the date
    hereof. If the Company is listed on the Over-the-Counter Bulletin Board, the OTCQB Market operated by     OTC Markets Group,
    Inc. or any successor to such markets (collectively, the “OTCBB”), the Company is not in violation     of the
    listing requirements of the OTCBB and does not reasonably anticipate that the Common Stock will be delisted by the     OTCBB
    in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give
    rise to any of the foregoing.


 






    	 	 	 



    	 		 



    

 





	 	g.	SEC
    Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents
    required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as
    amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein
    and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference
    therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents
    complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
    thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained
    any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in
    order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the
    statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except
    for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,
    the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable
    accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
    have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during
    the periods involved and fairly present in all material respects the consolidated financial position of the Company and its
    consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the
    periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth
    in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise,
    other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2016, and (ii) obligations
    under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting
    principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the
    financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934
    Act.
	 	 	 
	 	h.	Absence
    of Certain Changes. Since December 31, 2016, there has been no material adverse change and no material adverse development
    in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934
    Act reporting status of the Company or any of its Subsidiaries.
	 	 	 
	 	i.	Absence
    of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
    government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
    threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as
    such, that could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any
    pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries,
    without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts
    or circumstances which might give rise to any of the foregoing.
	 	 	 
	 	j.	Intellectual
    Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents,
    patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,
    service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business
    as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining
    to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of
    a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and,
    as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s
    or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property
    or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any
    of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy,
    confidentiality and value of their Intellectual Property.


 






    	 	 	 



    	 		 



    

 





	 	k.	No
    Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
    or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s
    officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
    is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a
    Material Adverse Effect.
	 	 	 
	 	l.	Tax
    Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
    tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
    the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all
    unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount,
    shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has
    set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to
    which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
    taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has
    not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign,
    federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.
	 	 	 
	 	m.	Transactions
    with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes
    payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could
    obtain from third parties and other than the grant of stock options described in the SEC Documents, none of the officers,
    directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries
    (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing
    for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
    payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership,
    trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
    trustee or partner.
	 	 	 
	 	n.	Disclosure.
    All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided
    to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true
    and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make
    the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event
    or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties,
    prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure
    or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the
    Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by
    the Company under the 1933 Act).
	 	 	 
	 	o.	Acknowledgment
    Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in
    the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The
    Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar
    capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any
    of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is
    not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further
    represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent
    evaluation of the Company and its representatives.
	 	 	 
	 	p.	No
    Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
    directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
    that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities
    to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for
    purposes of any shareholder approval provisions applicable to the Company or its securities.


 




    	 	 	 



    	 		 



    

 


	 	q.	No
    Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
    fees or similar payments relating to this Agreement or the transactions contemplated hereby.
	 	 	 
	 	r.	Permits;
    Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
    permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate
    its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
    and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any
    of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of,
    any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate,
    would not reasonably be expected to have a Material Adverse Effect. Since June 30, 2015, neither the Company nor any of its
    Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws,
    except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not
    have a Material Adverse Effect.
	 	 	 
	 	s.	Environmental
    Matters.


 


	 	(i)	There
    are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
    no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
    activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common Jaw
    environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of
    1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any
    notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in
    connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign
    laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface
    water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges,
    releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,
    “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution,
    use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
    demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
    issued, entered,promulgated or approved thereunder.
	 	 	 
	 	(ii)	Other
    than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
    on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous
    Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries
    during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course
    of the Company’s or any of its Subsidiaries’ business.
	 	 	 
	 	(iii)	There
    are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
    that are not in compliance with applicable law.


 






    	 	 	 



    	 		 



    

 





	 	t.	Title
    to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good
    and marketable title to all personal property owned by them which is material to the business of the Company and its
    Subsidiaries,     in each case free and clear of all liens, encumbrances and defects except such as are described in
    Schedule     3(u), if attached     hereto, or such as would not have a Material Adverse Effect. Any real property and
    facilities held     under lease by the Company     and its Subsidiaries are held by them under valid, subsisting and
    enforceable leases with such     exceptions as would not have     a Material Adverse Effect.
	 	 	 
	 	u.	Insurance.
    The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses
    and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
    the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it
    will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
    from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
    Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’
    and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.
	 	 	 
	 	v.	Internal
    Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,
    in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed
    in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
    preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability,
    (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv)
    the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
    is taken with respect to any differences.
	 	 	 
	 	w.	Foreign
    Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other
    person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company,
    used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
    activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate
    funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made
    any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official
    or employee.
	 	 	 
	 	x.	No
    Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
    will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
    Company”). The Company is not controlled by an Investment Company.
	 	 	 
	 	y.	No
    Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any
    of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company
    in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
	 	 	 
	 	z.	No
    Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
    officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the
    Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term
    is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
    Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(l)(i) to
    (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
    or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
    Event.


 






    	 	 	 



    	 		 



    

 








	 	aa.
    	Manipulation
    of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,
    any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or
    manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold,
    bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to
    pay to any person any compensation for soliciting another to purchase any other securities of the Company.
	 	 	 
	 	bb.	Breach
    of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations
    or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement,
    it will be considered an Event of Default under Section 3.4 of the Note.
	 	 	 
	 	4.	ADDITIONAL
    COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.
	 	 	 
	 	a.	Best
    Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and
    7 of this Agreement.
	 	 	 
	 	b.	Form
    D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and
    to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take
    such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the
    applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of
    the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken
    to the Buyer on or prior to the Closing Date.
	 	 	 
	 	c.	Use
    of Proceeds. The Company shall use the proceeds for general working capital purposes and not for the repayment of any
    indebtedness owed to officers, directors or employees of the Company or their affiliates or in violation or contravention
    of any applicable law, rule or regulation.
	 	 	 
	 	d.	Right
    of Participation in Subsequent Offerings.


 


	 	i.	From
    the date first written above until the earlier to occur of (A) Maturity Date and (B) that date that the Note (including all
    principal, interest, fees and expenses related thereto) is ·earlier fully repaid or converted, the Company will not,
    (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale,
    grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity or equity equivalent
    securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during
    its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale,
    grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive
    agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
    It is agreed that in order for a Subsequent Placement to qualify as such for purposes of this Section 4(d), the gross proceeds
    received or to be received by the Company must be $1.0 million or greater.
	 	 	 
	 	ii.	The
    Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended
    issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)
    in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price
    and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to
    be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities
    are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Buyer at least fifty
    percent (50%) of the Offered Securities (the “Subscription Amount”).


 






    	 	 	 



    	 		 



    

 





	 	iii.	To
accept an Offer, in whole or in part, the Buyer must deliver a written notice to the Company prior to the end of the tenth (10th)
Business Day after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of
the Subscription Amount that the Buyer elects to purchase (the “Notice of Acceptance”). The Company shall have ten
(10) business days from the expiration of the Offer Period to complete the Subsequent Placement and in connection therewith to
issue and sell the Subscription Amount to the Buyer but only upon terms and conditions (including, without limitation, unit prices
and interest rates) that are not more favorable to the Buyer or less favorable to the Company than those set forth in the Offer
Notice. Following such ten (10) business day period, the Company shall publicly announce either (A) the consummation of the Subsequent
Placement or (B) the termination of the Subsequent Placement.
	 	 	 
	 	iv.	Notwithstanding
    anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer
    prior to the expiration of the Offer Period, the Company shall deliver to the Buyer a new Offer Notice and the Offer Period
    shall expire on the tenth (10th) Business Day after the Buyer’s receipt of such new Offer Notice.
	 	 	 
	 	v.	If
    by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction
    with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been
    received by the Buyer, such transaction shall be deemed to have been abandoned and the Buyer shall not be deemed to be in
    possession of any material, non-public information with respect to the Company.


 


	 	e.	Usury.
    To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,
    and will resist any and all efforts to be compelled to take the benefit or advantage of, usury Jaws wherever enacted,
    now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order
    to enforce any right or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby.
    Notwithstanding any provision to the contrary contained in this Agreement, the Note and any document, agreement or instrument
    contemplated thereby, it is expressly agreed and provided that the total liability of the Company under this Agreement, the
    Note or any document, agreement or instrument contemplated thereby for payments which under Puerto Rico law are in the nature
    of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and,
    without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
    with any other sums which under Puerto Rico law in the nature of interest that the Company may be obligated to pay under this
    Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed
    that if the maximum contract rate of interest allowed by Puerto Rico law and applicable to this Agreement, the Note and any
    document, agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action
    subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable
    to this Agreement, the Note and any document, agreement or instrument contemplated thereby from the effective date thereof
    forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess
    of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness evidenced by this Agreement, the Note
    and any document, agreement or instrument contemplated thereby, such excess shall be applied by the Buyer to the unpaid principal
    balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Buyer’s
    election.
	 	 	 
	 	f.	Restriction
    on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of the
    date first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or
    indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change
    the nature of its business; (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary
    course of business; or (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with
    any other person or entity in respect of any “floorless” variable rate debt transactions (i.e., transactions were
    the conversion or exercise price of the security issued by the Company varies based on the market price of the Common Stock),
    whether a transaction similar to the one contemplated hereby or any other investment.


 






    	 	 	 



    	 		 



    

 





	 	g.	Listing.
    The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on
    the OTCBB or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets
    electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations
    under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.
    The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or
    electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock
    for listing on such exchanges and quotation systems.
	 	 	 
	 	h.	Corporate
    Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence
    and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation
    or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction
    (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection
    herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on the OTCBB, any
    tier of the NASDAQ Stock Market, the Puerto Rico Stock Exchange or the NYSE MKT.
	 	 	 
	 	i.	No
    Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
    that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering
    of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder
    approval provision applicable to the Company or its securities.
	 	 	 
	 	j.	Breach
    of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this
    Section 4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event
    of Default under Section 3.4 of the Note.
	 	 	 
	 	k.	Compliance
    with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note, the Company shall comply
    with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements
    of the I 934 Act. During the period that the Buyer beneficially owns the Note or the Warrant, if the Company shall (i) fail
    for any reason to satisfy the requirements of Rule 144(c)(l), including, without limitation, the failure to satisfy the current
    public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(l)(i)
    or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each,
    a “Public Information Failure”) then, as partial relief for the damages to the Buyer by reason of any such delay
    in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available
    pursuant to this Agreement, the Note, the Warrant, or at law or in equity), the Company shall pay to the Buyer an amount in
    cash equal to two percent (2%) of the Purchase Price on each of the day of a Public information Failure and on every thirtieth
    day (pro rated for periods totaling less than thirty days) thereafter until the date such Public Information Failure is cured.
    The payments to which a holder shall be entitled pursuant to ‘this Section 4(k) are referred to herein as “Public
    Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day
    of the calendar month during which such Public Information Failure Payments are incurred and (iii) the third business day
    after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails
    to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest
    at the rate of 1% per month (prorated for partial months) until paid in full.
	 	 	 
	 	I.	No
    Shorting. The Buyer agrees that so long as this Note remains outstanding, the Buyer will not enter into or effect “short
    sales” of the Common Stock or hedging transactions which establish a net short position with respect to the Common Stock.
    The Company acknowledges and agrees that upon delivery of a conversion notice by the Buyer, the Buyer immediately owns the
    shares of Common Stock set forth in such notice and any sale of the shares of Common Stock issuable thereunder shall not be
    prohibited hereunder.


 






    	 	 	 



    	 		 



    

 





	 	m.	Disclosure
    of Transactions and Other Material Information. By 9:00 a.m., Puerto Rico time, following the date this Agreement has
    been fully executed, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated
    by this Agreement in the form required by the 1934 Act and attaching this Agreement and the form of Note (the “8-K Filing”).
    From and after the filing of the 8-K Filing with the SEC, the Buyer shall not be in possession of any material, nonpublic
    information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or
    agents that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges
    and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the
    Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one
    hand, and the Buyer or any of its affiliates, on the other hand, shall terminate.
	 	 	 
	 	n.	Legal
    Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for
    promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the
    “Legal Counsel Opinion”) to the effect that the resale of the Issuance Shares, the Warrant Shares and the Conversion
    Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act
    pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Issuance Shares, the Warrant Shares
    and the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement).
    Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s
    cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to
    accept such opinion.
	 	 	 
	 	o.	Piggyback
    Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit A hereto.
	 	 	 
	 	p.	Most
    Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding
    and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible
    into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing
    rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor
    than the rights and benefits established in favor of the Buyer by this Agreement, the Note or the Warrant unless, in any such
    case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between
    the Company and the Buyer.
	 	 	 
	 	q.	Change
    in Transfer Agent. The Company agrees that it will continue to use VStock Transfer LLC as the transfer agent for the Common
    Stock and shall maintain such appointment for so long as all or any portion of the Note remain outstanding. The Company shall
    provide VStock Transfer LLC with Irrevocable Transfer Agent Instructions (as defined below) in a form agreed to by the Buyer.
    Failure to adhere to this covenant shall automatically be deemed a material breach of this agreement and an Event of Default
    under the Note.
	 	 	 
	 	5.	Transfer
                                         Agent Instructions. The Company shall issue irrevocable instructions to its transfer
                                         agent to issue certificates, registered in the name of the Buyer or its nominee upon
                                         conversion of the Note, the Conversion Shares in such amounts as specified from time
                                         to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable
                                         Transfer Agent Instructions”). In the event that the Company proposes to replace
                                         its transfer agent, the Company shall provide, prior to the effective date of such replacement,
                                         a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
                                         pursuant to this Agreement (including but not limited to the provision to irrevocably
                                         reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed
                                         by the successor transfer agent to the Company and the Company. The Company warrants
                                         that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred
                                         to in this Section 5 will be given by the Company to its transfer agent and that the
                                         Securities shall otherwise be freely transferable on the books and records of the Company
                                         as and to the extent provided in this Agreement and the Note; (ii) it will not direct
                                         its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent
                                         in transferring (or issuing)(electronically or in certificated form) any certificate
                                         for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to
                                         the Note and when required by the Note and this Agreement; (iii) it will not fail to
                                         remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders
                                         its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer
                                         instructions in respect thereof) on any certificate for any Securities issued to the
                                         Buyer upon conversion of or otherwise pursuant to the Note as and when required by the
                                         Note and (iv) it will provide any required corporate resolutions and issuance approvals
                                         to its transfer agent within 6 hours of each conversion of the Note. Nothing in this
                                         Section shall affect in any way the Buyer’s obligations and agreement set forth
                                         in Section 2(g) hereof to comply with all applicable prospectus delivery requirements,
                                         if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost
                                         of the Company, with (i) an opinion of counsel in form, substance and scope customary
                                         for opinions in comparable transactions, to the effect that a public sale or transfer
                                         of such Securities may be made without registration under the 1933 Act and such sale
                                         or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities
                                         can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the
                                         case of the Securities, promptly instruct its transfer agent to issue one or more certificates,
                                         free from restrictive legend, in such name and in such denominations as specified by
                                         the Buyer. The Company acknowledges that a breach by it of its obligations hereunder
                                         will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the
                                         transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy
                                         at law for a breach of its obligations under this Section 5 may be inadequate and agrees,
                                         in the event of a breach or threatened breach by the Company of the provisions of this
                                         Section, that the Buyer shall be entitled, in addition to all other available remedies,
                                         to an injunction restraining any breach and requiring immediate transfer, without the
                                         necessity of showing economic loss and without any bond or other security being required.

         



 




    	 	 	 



    	 		 



    

 


	 	6.	Conditions
    to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the
    Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto,
    provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its
    sole discretion:
	 	 	 
	 	a.	The
    Buyer shall have executed this Agreement and delivered the same to the Company.
	 	 	 
	 	b.	The
    Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.
	 	 	 
	 	c.	The
    representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
    as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific
    date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements
    and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing
    Date.
	 	 	 
	 	d.	No
    litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
    or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
    authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by
    this Agreement.
	 	 	 
	 	7.	Conditions
    to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing
    Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these
    conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
	 	 	 
	 	a.	The
    Company shall have executed this Agreement and delivered the same to the Buyer.
	 	 	 
	 	b.	The
    Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in
    accordance with Section 1(b) above.
	 	 	 
	 	c.	The
                                         Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer,
                                         shall have been delivered to and acknowledged in writing by the Company’s Transfer
                                         Agent.



 




    	 	 	 



    	 		 



    

 


	 	d.	The
    representations and warranties of the Company shall be true and correct in all material respects as of the date when made
    and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific
    date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
    and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing
    Date.
	 	 	 
	 	e.	No
    litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
    or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
    authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by
    this Agreement.
	 	 	 
	 	 f.	No
    event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
    not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its
    1934 Act reporting obligations.
	 	 	 
	 	g.	Trading
    in the Common Stock on the OTCBB shall not have been suspended by the SEC, FINRA or the OTCBB.
	 	 	 
	 	h.	The
    Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company and each
    of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office)
    of such jurisdiction, as of a date within ten (10) days of the Closing Date.
	 	 	 
	 	8.	Governing
    Law; Miscellaneous.
	 	 	 
	 	a.	Governing
    Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto
    Rico without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
    transactions contemplated by this Agreement or the Note or any other agreement, certificate, instrument or document contemplated
    hereby shall be brought only in the courts of Puerto Rico or in the federal courts located in the commonwealth of Puerto Rico.
    The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
    and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH
    PARTY HEREBY IRREVOCABLY WANES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
    DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The
    prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the
    event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
    under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
    therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
    or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the
    Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby. Each party hereby irrevocably
    waives personal service of process and consents to process being served in any suit, action or proceeding in connection with
    this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing
    a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
    in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
    of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in
    any other manner permitted by law.
	 	 	 
	 	b.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be
                                         deemed an original but all of which shall constitute one and the same agreement and shall
                                         become effective when counterparts have been signed by each party and delivered to the
                                         other party. A facsimile or .pdf signature shall be considered due execution and shall
                                         be binding upon the signatory thereto with the same force and effect as if the signature
                                         were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature
                                         hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.



 




    	 	 	 



    	 		 



    

 


	 	c.	Construction;
    Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed
    against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not
    form part of, or affect the interpretation of, this Agreement.
	 	 	 
	 	d.	Severability.
    In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law,
    then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
    to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall
    not affect the validity or enforceability of any other provision hereof.
	 	 	 
	 	e.	Entire
    Agreement; Amendments. This Agreement, the Note and the instruments referenced herein contain the entire understanding
    of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
    neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.
    No provision of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an
    instrument in writing signed by the Buyer.
	 	 	 
	 	f.	Notices.
    All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in
    writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
    certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
    or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address
    as such party shall have specified most recently by written notice. Any notice or other communication required or permitted
    to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation
    generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day
    during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
    other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
    day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt
    of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If
to the Company, to:


 


EWELLNESS
HEALTHCARE CORPORATION


11825
Major Street


Culver
City, California 90230


Attention: Darwin Fogt


e-mail:
darwin@evolution-pt.com


 


With
a copy by e-mail only to (which copy shall not constitute notice):


 


HUNTER
TAUBMAN FISHER, LLC


1450
Broadway, 26th Floor


Puerto
Rico, NY 10018


Attn:
Louis E. Taubman


E-Mail:
ltaubman@htflawyers.com


 




    	 	 	 



    	 		 



    

 


If
to the Buyer:


 


JEB
Partners, L.P.


3
West Hill Place


Boston,
MA 02114


Attn:
James Besser


e-mail:
jbesser@mgfund.com


 


	 	g.	Successors
    and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
    Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
    consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to
    any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as
    that term is defined under the 1934 Act, without the consent of the Company.
	 	 	 
	 	h.	Third
    Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
    and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
	 	 	 
	 	i.	Survival.
    The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive
    the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company
    agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage
    arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties
    and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
    of expenses as they are incurred.
	 	 	 
	 	j.	Publicity.
    The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases,
    SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided,
    however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or
    SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
    law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior
    to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).
	 	 	 
	 	k.	No
    Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
    their mutual intent, and no rules of strict construction will be applied against any party.
	 	 	 
	 	I.	Indemnification.
In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition
to all of the Company’s other obligations under this Agreement and the Note, the Company shall defend, protect, indemnify
and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors
and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indernnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys ‘fees and disbursements (the “Indemnified Liabilities”), incurred by any
Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty
made by the Company in this Agreement, the Note or the Warrant or any other agreement, certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note
or the Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of
action, suit or claim brought or made against such Indernnitee by a third party (including for these purposes a derivative action
brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement
of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)
any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions
contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason,
the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is
permissible under applicable law.



 




    	 	 	 



    	 		 



    

 


	 	m.	Remedies.
    The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating
    the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
    for a breach of its obligations under this Agreement and the Note will be inadequate and agrees, in the event of a breach
    or threatened breach by the Company of the provisions of this Agreement or the Note, that the Buyer shall be entitled, in
    addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
    or injunctions restraining, preventing or curing any breach of this Agreement, or the Note and to enforce specifically the
    terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.
	 	 	 
	 	n.	Payment
    Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the Note,
    or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such
    enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
    recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
    or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal
    law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
    intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
    enforcement or setoff had not occurred.
	 	 	 
	 	o.	Failure
    or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege
    hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
    preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer
    existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


[Signature
Page Follows]


 




    	 	 	 



    	 		 



    

 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 


eWELLNESS
HEALTHCARE CORPORATION


 


	By:	 	 
	Name:	DARWIN
    FOGT	 
	Title:	CHIEF
    EXECUTIVE OFFICER	 


 


JEB
Partners, L.P.


 


	By:	/s/
    JAMES BESSER 	 
	Name:	JAMES
    BESSER	 
	Title:	MANAGING
    PARTNER	 


 


SUBSCRIPTION
AMOUNT:


 


Principal
Amount of Note: $55,000.00


Actual
Amount of Purchase Price of Note: $50,000.00


 




    	 	 	 



    	 		 



    

 


EXHIBIT
A


 


REGISTRATION
RIGHTS


 


All
of the Conversion Shares will be deemed “Registrable Securities” subject to the provisions of this Exhibit A. All
capitalized terms used but not defined in this Exhibit A shall have the meanings ascribed to such terms in the Securities Purchase
Agreement to which this Exhibit is attached.


 


I. Piggy-Back
Registration.


 


1.1
Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement
under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account
or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment
plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing
to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable
but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe
the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the
name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request
in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall
cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall
enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.


 


1.2
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.


 


1.3
The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result
of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to
such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable
Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.


 







    	 	 	 



    	 		 



    

 


1.4
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder
and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company
may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and
such holders shall furnish the Company with such information.


 


1.5
All fees and expenses incident to the performance of or compliance with this Exhibit A by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through
which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability
insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company
in connection with the consummation of the transactions contemplated by this Exhibit A and (vii) reasonable fees and disbursements
of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable
Securities requesting such registration), up to $10,000 for each registration. In addition, the Company shall be responsible for
all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder
of Registrable Securities.


 


1.6
The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities,
the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent
role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual
or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other
individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title
or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively, “ Losses “), as incurred, arising out of or relating
to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule
or regulation thereunder, in connection with the performance of its obligations under this Exhibit A, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder
of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each
holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Exhibit A of which the Company is aware.


 




    	 	 	 



    	 		 



    

 


1.7
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion
as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred
by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that
it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall
be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by
such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus
exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


[End
of Exhibit A]


 




    	 	 	 



    	 		 



    

 





NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED
IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal
    Amount: $55,000.00	Issue
    Date: January 7, 2017
	Actual
    Amount of Purchase Price: $50,000.00	 


 


SENIOR
CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, eWELLNESS HEALTHCARE CORPORATION, a Nevada corporation (hereinafter called the “Borrower”
or the “Company”), hereby promises to pay to the order of JEB Partners, L.P., a Delaware limited partnership,
or registered assigns (the “Holder”), in the form of lawful money of the United States of America by July 6, 2017
(the “Maturity Date”), the principal sum of $55,000.00, which amount is the $50,000.00 actual amount of the purchase
price hereof plus a 10% original issue discount (the “Principal Amount”) and to pay interest on the unpaid Principal
Amount hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue
Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.


 


This
Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.


 


This
Note is unsecured but shall be a senior obligation of the Company, with priority over all existing and future Indebtedness (as
defined below) of the Company as provided for herein.


 


Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the
actual number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at
the rate of fifteen percent (15%) per annum from the due date thereof until the same is paid (“Default Interest”).


 


All
payments due hereunder (to the extent not converted into shares of common stock, $0.01 par value per share, of the Borrower (the
“Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.
All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance
with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is
not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest
payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken
into account for purposes of determining the amount of interest due on such date.


 


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”). As
used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial
banks in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein,
the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the OTCBB
(as defined in the Purchase Agreement), any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.


 









     


     

    




 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The
following terms shall apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1       Conversion
Right. The Holder shall have the right, at any time, to convert all or any portion of the then outstanding and unpaid Principal
Amount and interest (including any Default Interest) under this Note into fully paid and non- assessable shares of Common Stock,
as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such
Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein
(a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this
Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership
of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject
to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares
issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made,
would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding shares of Common
Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance
with Section 13(d) of the 1934 Act, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso,
provided, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less
than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until
such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of Conversion
Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below)
by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto
as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4
below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably
expected to result in, notice) to the Borrower before 4:00 p.m., New York, New York time on such conversion date (the “Conversion
Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the
Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest,
if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).


 


1.2
          Conversion Price.


 


	 	(a)	Calculation
    of Conversion Price. The per share conversion price into which any Principal Amount and interest (including any Default
    Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”)
    shall be equal to the lesser of: (i) $0.20 or (ii) 75% of the average of the VWAPs for the five (5) Trading Days immediately
    following the 180th calendar day after the Original Issue Date, whichever is lower; subject to adjustment as described herein.


 






     


     

    

 


1.3
         Authorized and Reserved Shares. The Borrower covenants that during
the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number
of shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of:
(a) 1,500,000 shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of
this Note (assuming no payment of any Principal Amount or interest) as of the date hereof multiplied by (ii) three (3) (the “Reserved
Amount”). The Reserved Amount shall be recalculated each month and the Company shall notify its transfer agent and the Holder
in writing by the first day of the following month of the new Reserved Amount. In the event that the Borrower shall be unable
to reserve the entirety of the Reserved Amount (the “Reserve Amount Failure”), the Borrower shall promptly take all
actions necessary to increase its authorized share capital to accommodate the Reserved Amount (the “Authorized Share Increase”),
including without limitation, all board of directors actions and approvals and promptly (but no less than 60 days following the
calling and holding a special meeting of its shareholders no more than 60 days following the Reserve Amount Failure to seek approval
of the Authorized Share Increase via the solicitation of proxies. Notwithstanding the foregoing, in no event shall the Reserved
Amount be lower than the initial Reserved Amount, regardless of any prior conversions. The Borrower represents that upon issuance,
the Conversion Shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue
any securities or make any change to its capital structure which would change the number of Conversion Shares into which this
Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that
thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights,
for conversion of this Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates
for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated by Section 1.4(f) hereof, and (ii)
agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty
of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute and issue the necessary
certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in
accordance with the terms and conditions of this Note.


 


If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.


 


1.4           Method
of Conversion.


 


	 	(a)	Mechanics
    of Conversion. This Note may be converted by the Holder in whole or in part, on any Trading Day, at any time from time to
    time after the Issue Date, by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable
    means of communication dispatched on the Conversion Date prior to 4:00 p.m., New York, New York time). Any Notice of Conversion
    submitted after 4:00 p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading
    Day.
	 	 	 
	 	(b)	Surrender
    of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
    with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire
    unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so
    converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the
    Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy,
    such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding
    the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder
    first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order
    of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes)
    may request, representing in the aggregate the remaining unpaid Principal Amount of this Note. The Holder and any assignee,
    by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
    of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than
    the amount stated on the face hereof.


 



     


     

    




 


	 	(c)	Payment
    of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the
    issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than
    that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
    securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name
    such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower
    the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.
	 	 	 
	 	(d)	Delivery
    of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other
    reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
    1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
    for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof)
    within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire
    unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company
    shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number
    of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s
    share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares
    to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then,
    in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after
    the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion
    Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price
    of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such
    Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company,
    may void its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of this Note
    that has not been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall
    not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition
    to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and
    register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC
    for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant
    to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases
    (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of
    shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company
    shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay
    cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other
    reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
    at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit
    such Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation
    to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance
    account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
    of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise.
    Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity,
    including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
    failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares)
    upon the conversion of this Note as required pursuant to the terms hereof.


 






     


     

    

 


	 	(e)	Obligation
    of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
    be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and interest
    (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults
    on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith
    terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such
    conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue
    and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated
    by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to
    enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person
    or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the
    holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
    Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation
    of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion
    shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New
    York time, on such date.
	 	 	 
	 	(f)	Delivery
    of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares
    issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”)
    Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance
    with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its
    transfer agent to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting
    the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.


 


1.5
         Concerning the Shares. The Conversion Shares issuable upon conversion
of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement
under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which
opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares to be sold
or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or
transferred pursuant to Rule 144, Rule 144A or Regulation S or (iv) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this
Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the
Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have
been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation S without any
restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for
the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED
IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 



     


     

    




 


The
legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion
Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by
electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable
state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under
the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation S without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel
Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or
transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the
Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all
DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a
certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.
In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion
Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A or Regulation S, at the Deadline, notwithstanding
that the conditions of Rule 144, Rule 144A or Regulation S, as applicable, have been met, it will be considered an Event of Default
under this Note.


 


1.6
          Effect of Certain Events.


 


	 	(a)	Effect
    of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all
    of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any
    other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event
    of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation
    of and as a condition to such transaction an amount equal to the Principal Amount plus accrued and unpaid interest or (ii)
    be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability
    company, partnership, association, trust or other entity or organization.
	 	 	 
	 	(b)	Adjustment
    Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all
    of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
    event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of
    shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance
    of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of
    the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the
    basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore
    issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction
    had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion
    set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the
    Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the
    Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly
    as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower
    shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at
    least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record
    date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger,
    consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which
    time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower)
    assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive
    consolidations, mergers, sales, transfers or share exchanges.


 






     


     

    

 


	 	(c)	Adjustment
    Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets)
    to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
    or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a
    subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
    of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of
    such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion
    had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled
    to such Distribution.
	 	 	 
	 	(d)	Purchase
    Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible
    securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata
    to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms
    applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had
    held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations
    on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of
    such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined
    for the grant, issue or sale of such Purchase Rights.
	 	 	 
	 	(e)	Dilutive
    Issuance. If, at any time while this Note is outstanding, the Borrower sells or grants (or has sold or granted, as the case
    may be) any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or has sold or
    issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock
    or other securities convertible into, exercisable for or otherwise entitled the any person or entity the right to acquire
    shares of Common Stock at an effective price per share that is lower than the Conversion Price (such lower price, the “Base
    Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the
    holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments,
    reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per
    share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price
    per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion
    Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to a price equal the Base Conversion
    Price; provided, however, that in the event that the Dilutive Issuance occurs prior to the Maturity Date, then the Fixed Conversion
    Price shall be reduced to a price equal to 75% multiplied by the Base Conversion Price. Such adjustment shall be made whenever
    such Common Stock or other securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section
    1.6(e) in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings,
    any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing.
    An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to employees, officers
    or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose,
    by a majority of the non-employee members of the Company’s Board of Directors or a majority of the members of a committee
    of non-employee directors established for such purpose in a manner which is consistent with the Company’s prior business
    practices; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved
    by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or
    to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset
    in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition
    to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the
    purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued with
    respect to which the Holder waives its rights in writing under this Section 1.6(e).
	 	 	 
	 	(f)	Notice
    of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described
    in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and
    furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which
    such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish
    to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time
    in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at
    the time would be received upon conversion of the Note.


 



     


     

    




 


1.7       Trading
Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the
Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note
more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United
States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99%
of the total shares outstanding on the Initial Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment
from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the
Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate
any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other
self- regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to
issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will
be considered an Event of Default under Section 3.3 of the Note.


 


1.8       Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than
the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s
rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates
for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder
because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not
received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline
with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its
status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with
respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note
to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been
converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this
Note.


 


1.09       Repayment
from Financing Proceeds. While any portion of the outstanding Principal Amount and interest (including Default Interest) under
this Note are due and owning, if the Company receives at least $1,000,000 of cash proceeds from any source or series of related
or unrelated sources, including but not limited to, from the issuance of equity or debt or the conversion of outstanding warrants
of the Borrower, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder
of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately
apply all or any portion of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including
Default Interest) under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default.
In the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall be subject
to the terms of Section 1.9 herein.


 


ARTICLE
II. RANKING AND CERTAIN COVENANTS


 


2.1       Ranking.
The obligations of the Borrower under this Note shall rank senior with respect to all existing Indebtedness of the Borrower as
of the date hereof and to any and all Indebtedness incurred as of or following the Issue Date.


 


2.2       Other
Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly
through any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with
(in priority of payment and performance) the Borrower’s obligations hereunder. As used in this Section 2.2, the term “Borrower”
means any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower
for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not
including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations
to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds,
debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase
of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of
the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses
(a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred
to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured
by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured
by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower
has assumed or become liable for the payment of such obligation.


 



     


     

    




 


2.3       Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property
or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect
of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority
of the Borrower’s disinterested directors.


 


2.4       Restriction
on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the
Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other
securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower
or any warrants, rights or options to purchase or acquire any such shares.


 


2.5       Sale
of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.
Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.6       Advances
and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without
limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a)
in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b)
made in the ordinary course of business or (c) not in excess of $50,000.


 


2.7       Preservation
of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder’s written consent, change the nature of its business. In addition, so long as the Borrower shall have
any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries
that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character
of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary. Furthermore,
so long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
consent, (i) sell, divest, acquire or change the structure of any material assets other than in the ordinary course of business,
(ii) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with, any other person or entity
with respect to any “floorless” variable rate transaction or investment or (iii) change the nature of its business.


 


2.8       Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation
or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue
or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required
to protect the rights of the Holder.


 



     


     

    




 


2.9       Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note.


 


2.9.1       Pro-Rata
Participation Rights. Holder shall have a pre-emptive right to maintain its proportionate interest in the Company’s
share capital by way of subscription for the necessary percentage of any new issue of shares in the Company.


 


ARTICLE
III. EVENTS OF DEFAULT


 


It
shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur; provided, however, that, except in the case of the Events of Default listed in Sections 3.2, 3.7, 3.9, 3.10, 3.16,
3.18, 3.19 or 3.20 below, the Borrower shall be have five (5) business days to cure such Event of Default unless a lesser number
of days is required pursuant to the provisions of this Article III:


 


3.1       Failure
to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note,
whether at maturity, upon acceleration or otherwise.


 


3.2       Conversion
and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that
it will not honor its obligation to do so) upon exercise by the Holder of the @conversion rights of the Holder in accordance with
the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated
form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note, or (iii) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders
its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion Shares
issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove
(or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued
to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for
three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain
current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is
delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the
Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be
paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.


 


3.3       Breach
of Agreements and Covenants. The Borrower breaches any material agreement, covenant or other material term or condition contained
in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith or therewith.


 


3.4       Breach
of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note,
the Warrant described in the Purchase Agreement or in any agreement, statement or certificate given in writing pursuant hereto
or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which
has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or
the Purchase Agreement.


 



     


     

    




 


3.5       Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply
for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise be appointed.


 


3.6       Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or
any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7       Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the
Borrower.


 


3.8       Listing
of Common Stock. The Borrower shall fail to (i) obtain a listing of the Common Stock on at least one of the Over the Counter
Bulletin Board, the OTCQB Market or any level of the Nasdaq Stock Market or the New York Stock Exchange (including the NYSE MKT)
(the “Listing Date”) within ninety (90) days of the Issue Date or (ii) following such listing, maintain the listing
of the Common Stock on at least one of the Over the Counter Bulletin Board, the OTCQB Market or any level of the Nasdaq Stock
Market or the New York Stock Exchange (including the NYSE MKT).


 


3.9       Failure
to Comply with the 1934 Act. The Borrower shall fail to comply with the reporting requirements of the 1934 Act and/or the
Borrower shall cease to be subject to the reporting requirements of the 1934 Act. It shall be an Event of Default under this Section
3.9 if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the SEC.


 


3.10       Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.11       Cessation
of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts
as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going
concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.12       Maintenance
of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other
assets which are necessary to conduct its business (whether now or in the future).


 


3.13       Financial
Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period
from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder
with respect to this Note or the Purchase Agreement.


 


3.14       Reverse
Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the
Holder.


 


3.15       Replacement
of Transfer Agent. Except as provided in Section 3.19 below, in the event that the Borrower proposes to replace its transfer
agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent
Instructions in a form agreed to by the Holder (including but not limited to the provision to irrevocably reserve shares of Common
Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.16       DTC
“Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s
services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of
the Borrower’s securities.


 


3.17       Illegality.
Any court of competent jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision hereunder or
thereunder to be illegal.


 



     


     

    




 


3.18.
DWAC Eligibility. In addition to the Event of Default in Section 3.16, the Common Stock is otherwise not eligible for trading
through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs.


 


3.19       Failure
to Raise Capital. The failure of the Borrower to raise at least $1,000,000 in a Primary Offering within one hundred eighty
(180) days following the Listing Date.


 


3.20       Change
in Transfer Agent. The failure of the Company to: (a) within thirty (30) days of the Listing Date, terminate the transfer
agent for its Common Stock as of the date hereof and appoint VStock Transfer LLC as the transfer agent for the Common Stock and
to maintain such appointment for so long as all or any portion of the Note or the Warrant remain outstanding or (b) upon such
appointment, to provide VStock Transfer LLC with Irrevocable Transfer Agent Instructions in a form agreed to by the Holder.


 


Subject
to applicable cure periods, upon the occurrence and during the continuation of any Event of Default specified in this Article
III, exercisable through the delivery of written notice to the Borrower by the Holder (the “Default Notice”) (provided,
however, that no Default Notice need be provided by the Holder in the case of the Events of Default specified in Sections 3.1,
3.2, 3.7, 3.9, 3.10, 3.16, 3.18, 3.19 or 3.20 above), this Note shall become immediately due and payable and the Borrower shall
pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding
plus accrued interest (including any Default Interest) through the date of full repayment. Holder may, in its sole discretion,
determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion formula
set forth in Section 1.2 shall apply and the ten (10) consecutive Trading Day pricing period referenced in such section shall
be the ten (10) Trading Days immediately prior to the later of the Event of Default or the end of the applicable cure period.
Upon an uncured Event of Default, all amounts payable hereunder shall immediately become due and payable, all without demand,
presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal
fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law
or in equity.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1       Failure
or Indulgence. Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:


 


If
to the Borrower, to:


 


eWELLNESS
HEALTHCARE CORPORATION


11825
Major Street


Culver
City, California 90230 Attention: Darwin Fogt


e-mail:
darwin@evolution-pt.com


 



     


     

    




 


With
a copy by e-mail only to (which copy shall not constitute notice):


 


JEB
Partners, L.P.


53
Calle Palmeras, Suite 802, San Juan Puerto Rico Attention: James Besser


e-mail:
jbesser@mgfund.com


 


4.3       Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The
term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4       Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Each transferee of this Note must be an “Accredited Investor” (as defined in the Purchase
Agreement). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.


 


4.5       Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 


4.6       Governing
Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be
brought only in the state courts of New York or in the federal courts located in the state and county of New York. The Borrower
hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of
process and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement,
certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any
action or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 


4.7       Certain
Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount
(or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,
the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower
and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the
Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 


4.8       Purchase
Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement.


 



     


     

    




 


4.9       Notice
of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior
notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to
shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders
who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire
(including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities
or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection
with any Change in Control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice
to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation
of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such
dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution,
right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification
to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this
Section 4.9.


 


4.10       Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for
a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic
loss and without any bond or other security being required.


 


4.11       Construction;
Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


4.12       Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce
any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed
and provided that the total liability of the Company under this Note for payments which under New York law are in the nature of
interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any
other sums which under New York law in the nature of interest that the Company may be obligated to pay under this Note exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by New York law and applicable to this Note
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless
such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate
is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by
the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such
excess to be at the Holder’s election.


 


4.13       Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including
any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of this Note.


 


[Signature
Page Follows]


 






     


     

    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this 8th
day of January 2017.


 


	eWELLNESS HEALTHCARE CORPORATION	 
	 	 	 
	By:	 	 
	Name:	Darwin Fogt	 
	Title:	Chief Executive Officer	 


 



     


     

    




 


EXHIBIT
A — NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert $____________ principal amount of the Note (defined below) into that number of shares of
Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of eWELLNESS
HEALTHCARE CORPORATION, a Nevada corporation (the “Borrower”) according to the conditions of the Senior Convertible
Promissory Note of the Borrower dated as of November 11, 2016 (the “Note”), as of the date written below. No fee will
be charged to the Holder for any conversion, except for transfer taxes, if any.


 


Box
Checked as to applicable instructions:


 


	[  ] 	 	The
    Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the
    undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name
    of DTC Prime Broker: 
	 	 	Account
    Number:
	 	 	 
	[  ] 	 	The
    undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock
    set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately
    below or, if additional space is necessary, on an attachment hereto:
	 	 	 
	 	 	JEB
    PARTNERS, L.P.
	 	 	Attn:
    James Besser
	 	 	e-mail:
    jbesser@mgfund.com


 


	Date
    of Conversion:	 	 
	 	 	 
	Applicable
    Conversion Price: $ 		 
	 	 	 
	Number
    of Shares of Common Stock to be Issued 	 	 
	Pursuant
    to Conversion of the Note: 	 	 
	 	 	 
	Amount
    of Principal Balance Due 	 	 
	remaining
    Under the Note after this conversion:		 


 


	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 
	Date:	 	 


 






     


     

    

 


eWellness
Healthcare Corporation (EWLL)


11825
Major Street Culver City, CA 90230


IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS


 


January
8, 2017


 


Vstock
Transfer


J8
Lafayette Pl, Woodmere, NY 11598


 


Ladies
and Gentlemen:


 


This
Second Irrevocable Transfer Agent Instruction Letter (the “Second Letter”) is in addition to the Instruction Letter
dated November 29, 2016 between eWellness Healthcare Corporation, V-Stock Transfer and JEB Partners, L.P. It does not alter, modify
or change the prior Instruction Letter in any way. 


 


eWellness
Healthcare Corporation (EWLL) a Nevada corporation (the “Company”) and JEB Partners, L.P., a Delaware limited partnership
(collectively with its affiliates, successors and assigns, the “Investor”), have entered into a Senior Convertible
Promissory Note dated as of January 7, 2017 (the “Note”) in the principal amount of $55,000.00. A copy of the Note
is attached hereto. As the registrar and transfer agent for the Company’s common stock, par value $0.001 per share (the
“Common Stock”), the Company requests that you familiarize yourself with your issuance and delivery obligations, as
the Company’s transfer agent, contained in the Note.


 


You
are hereby irrevocably authorized, directed and instructed to reserve a sufficient number of shares of Common Stock, to provide
for the issuance of a number of shares of Common Stock into which the Note is convertible (such shares, the “Conversion
Shares”) equal to (a) 1,500,000 shares. In the event Company does not have 1,500,000 shares of Common Stock available to
be Reserved, the maximum number of Company shares available shall be held in Reserve for Investor. It is the intent of the Company
to authorize additional shares to fulfill this obligation to the Investor. Pursuant to the terms of the Note, the Reserved Amount
shall be recalculated and adjusted each month by Investor, and in addition the Reserved Amount can be increased, from time to
time, by written instructions of the Investor.


 


The
ability of the Investor to convert the Note into Conversion Shares in a timely manner is a material obligation of the Company
pursuant to the Note. You are therefore irrevocably authorized, directed and instructed to issue the Conversion Shares from the
Reserved Amount to the Investor (without any restrictive legend, either in certificated form or through the facilities of the
Depository Trust Company as requested by the Investor) upon the presentation by the Investor of customary documentation as. described
below without any further action or confirmation by the Company. You shall issue the Conversion Shares upon your receipt from
the Investor of: (A) a notice of conversion of the Note (“Conversion Notice”) executed by the Investor; and (B) an
opinion of counsel to the Company or the Investor, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that the Conversion Shares issued to the Investor pursuant to the Conversion Notice are not “restricted
securities” as defined in Rule 144 and should be issued to the Investor without any restrictive legend.


 


In
the event that the Reserved Amount is insufficient to accommodate the number of Conversion Shares to be issued pursuant to a Conversion
Notice, the Company agrees and directs that you issue the Conversion Shares that may be in excess of the Reserved Amount using
all then available authorized but unissued shares of Common Stock.


 


The
Company hereby requests and directs that your firm act immediately, without delay and without the need for any action or confirmation
by the Company with respect to the issuance of Conversion Shares pursuant to any Conversion Notices received from the Investor.
You arc directed to not delay in processing any Conversion Notices owing to the fact that the Company is in arrears of its foes
and other monies owed lo your firm, and you acknowledge that you will not so delay any Conversion Notice processing. If at the
time a Conversion Notice is delivered to your firm the Company is then in arrears to your firm, or has been placed on credit hold,
Investor shall have the right as a condition to such processing to pre-pay the full cost of processing the Conversion Notice.


 



     


     

    




 


You
are hereby authorized and directed to promptly disclose to the Investor, upon the Investor’s request from time to time,
the total number of shares of Common Stock issued and outstanding and the total number of shares of Common Stock that are authorized
but unissued and unreserved as of the time of any such request.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set
forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith (which gross negligence or bad
faith must be determined by a final, non-appealable order, judgment, decree or mailing of a court of competent jurisdiction).
You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action
was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing irrevocable instructions. The Company agrees that in the event that
you resign or are terminated or removed as the Company’s transfer agent, the Company shall engage a suitable replacement
transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these irrevocable
instructions within five days of such event. The Investor is intended to be and is a third-party beneficiary hereof, and no amendment
or modification to the instructions set forth herein may be made without the consent of the Investor. Except from and after the
date that you resign or are terminated or removed as the Company’s transfer agent, these irrevocable instructions may not
be repealed, withdrawn or countermanded by the Company without the prior written consent of the Investor.


 


Very
truly yours,


 


eWellness
Healthcare Corporation (EWLL)


 


	 	 	 
	Name:
    	Darwin
    Fogt	 
	Title:	 Chief
    Executive Officer	 


 


Acknowledged
and Agreed as of the date first written above: Vstock Transfer


 


	By:	 	 
	Name:
    	 	 
	Title: