Exhibit 10.1 


 





LOCK-UP
& FORBEARANCE LETTER AGREEMENT


 


The
undersigned understands that ActiveCare, Inc., a Delaware corporation (the “Company”) is raising up to $1,500,000
in a convertible debt security with certain terms and conditions. As such, the undersigned hereby irrevocably agrees to the terms
and conditions set forth in this letter agreement relating to a lock-up of common share disposition and forbearance of any defaults
which may exist in relation to the debt security held by the undersigned.


 


LOCK-UP


The
undersigned hereby irrevocably agrees that, without the prior written consent, the undersigned will not, directly or indirectly,
offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to,
or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common
Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued
upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, enter
into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of shares of Common Stock, whether any such transaction described in clause or above is to be settled by delivery
of Common Stock or other securities, in cash or otherwise, except as provided for below, make any demand for or exercise any right
or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares
of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the
Company, or publicly disclose the intention to do any of the foregoing for a period of the earlier of the date hereof and ending
on the 6th month anniversary being that of June 5, 2018 or the consummation of a qualified offering, herein deemed
as an offering by the Company of $3,000,000 or more (the “Lock-Up Period”).


 


The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with
this Lock-Up Letter Agreement.


 


FORBEARANCE


The
undersigned hereby irrevocably agrees that, without the prior written consent, the undersigned will forbear from enforcing its
rights and remedies against any defaults which may exist historically, currently or in the future through June 5, 2018 under the
Existing Loan Documents (the “Extension Forbearance Period”).


 


This
Lock-Up and Forbearance Letter Agreement shall automatically terminate upon the earlier of inability to close on a minimum of
$550,000 on or before December 31, 2017; June 5, 2018; the consummation of a qualified offering of at least $3,000,000 by the
Company.


 


[Signature
page follows]






    

     

    

 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up &
Forbearance Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection
with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal Representative, successors
and assigns of the undersigned.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Individual:  
	 	 
	 	 
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Date:  _____________


 


 


Notice
Address:


____________________________

____________________________

____________________________

Attention: ___________________

Email: ______________________

Facsimile: ___________________