EXHIBIT
10.24


 


eWELLNESS
HEALTHCARE CORPORATION


 


Rule
10b5-1 Sales Plan


(Stock
Only – Rule 144)


 


NOTE:
This Rule 10b5-1 Sales Plan conveys the Seller’s indication of the amount, price and date of stock sales with such specificity
that Garden State Securities, Inc. (“GSS” or the “Agent”) does not have any discretion over how, when
and whether to sell shares of common stock of eWellness Healthcare Corporation, par value $0.001 (the “Shares” or
“Plan Shares”), other than the discretion inherent in applying ordinary principles of best execution.


 


The
Rule 10b5-1 Sales Plan dated the 1st day of January 2018 (together with all Exhibits hereto, the “Sales Plan”)
between __________(the “Seller”) and the Agent.


 


	 	A.	Recitals


 


	 	1.	This
    Sales Plan is entered into between Seller and the Agent for the purpose of establishing a trading plan that complies with
    the requirements of Rule 10b5-1(c)(1) promulgated by the United States Securities and Exchange Commission (the “SEC”)
    under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
	 	 	 
	 	2.	Seller
    is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller’s Shares of eWellness
    Healthcare Corporation (the “Issuer”), which is currently trading on the OTCQB (“Principal Market”).


 


	 	B.	Seller’s
    Representations, Warranties and Covenants


 


	 	1.	As
    of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities and
    is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent the Agent from conducting
    the trading plan in accordance with the Sales Plan. Seller is entering into this Sales Plan in good faith and not as part
    of a plan or scheme to evade compliance with the federal securities laws.
	 	 	 
	 	2.	The
    securities to be sold under this Sales Plan are owned free and clear by Seller (subject, in the case of shares underlying
    Options, only to the compliance by Seller with the exercise provisions of such Options) and are not subject to any liens,
    security interests or other encumbrances or limitations on disposition other than those that may be imposed by Rule 144 under
    the Securities Act of 1933, as amended (the “Securities Act”).
	 	 	 
	 	3.	While
    this Sales Plan is in effect, Seller agrees not to enter into or alter any corresponding or hedging transaction or position
    with respect to the securities covered by this Sales Plan, unless this Sales Plan is modified or terminated in accordance
    with the terms hereof agrees not to alter or deviate from the terms of this Sales Plan.
	 	 	 
	 	4.	Seller
    Agrees to:


 


	 	a.	provide
    the Agent with a certificate dated as of the date of this Sales Plan and signed by the Issuer substantially in the form of
    Exhibit A (Issuer Representation) to this Sales Plan prior to commencement of the Plan Sales Period (as defined below).


 




    	 	 	 



    	 



    

 


	 	b.	notify
    the Agent’s Compliance Department by telephone at the number set forth below as soon as practicable if Seller becomes
    aware of (i) the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this
    Sales Plan; (ii) a change in the Issuer’s insider trading policies, so that the sales to be made by or through the Agent
    for the account of Seller pursuant to the Sales Plan would violate these policies; or (iii) a determination by the Issuer’s
    board of directors or chief executive officer that purchases or sales pursuant to the Sales Plan would have a material adverse
    effect on the Issuer’s financial condition. In the case of a notice relating to clause (i) above. Such notice shall
    indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the
    restriction or its applicability to Seller and shall not in any way communicate any material nonpublic information about the
    Issuer or its securities to the Agent. Such notice shall be in addition to the notice required to be given to the Agent by
    the Issuer pursuant to the certificate set forth as Exhibit A to this Sales Plan.


 


	 	5.	The
    execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene
    any provision of applicable law or any agreement or other instrument binding on Seller or any of Seller’s affiliates
    or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s
    affiliates.
	 	 	 
	 	6.	Seller
    agrees with respect to the Stock subject to trading pursuant to this Sales Plan (“Stock”), that until this Sales
    Plan has been terminated, Seller shall not (i) enter into a binding contract with respect to the purchase or sale of Stock
    with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another
    Financial Institution to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other than this Sales
    Plan. Notwithstanding the foregoing, Seller shall notify the Agent in connection with any sales of Stock of the Issuer prior
    to such sale.
	 	 	 
	 	7.	Seller
    agrees that it shall not, directly or indirectly, communicate any material, nonpublic information relating to the Stock or
    the Issuer to any employee of the Agent or its affiliates who is involved, directly or indirectly, in executing this Sales
    Plan at any time while this Sales Plan is in effect.
	 	 	 
	 	8.	Seller
    agrees:


 


	 	a.	to
    make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent
    any such filings are applicable to Seller. In order to promote compliance with such filing requirements, the Agent agrees
    to use reasonable efforts to transmit transaction information for open market transactions under this Sales Plan via email
    to Issuer by the close of business on the day of any sale, and shall in any event transmit such information no later than
    the close of the business on the first business day after any sale. Emails with transaction information shall be sent to:


-
_________: ______________________


-
_________: ______________________


 


	 	b.	that
    Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales
    Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations
    promulgated thereunder.


 


	 	9.	If
    the Stock is to be sold under Rule 144:


 


	 	a.	Seller
    represents and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144.
	 	 	 
	 	b.	Seller
    agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock
    pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not
    to meet all applicable requirements of Rule 144.
	 	 	 
	 	c.	Seller
    agrees to complete, execute and deliver to the Agent Forms 144 for the sales to be effected under this Sales Plan at such
    times and in such number of copies as the Agent shall request, and following such delivery, the Agent agrees to file such
    Forms 144 on behalf of Seller as required by applicable law.


 




    	 	 	 



    	 



    

 


	 	d.	Seller
    hereby grants the Agent a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding
    such power of attorney, Seller acknowledges that the Agent shall have no obligation to complete or file Forms 144 on behalf
    of Seller except as set forth in subparagraph (c).
	 	 	 
	 	e.	the
    Agent agrees to conduct all sales under this Sales Plan in accordance with the manner of sale requirement of Rule 144 of the
    Securities Act and in no event shall the Agent effect any sale if such sale would exceed the then-applicable amount limitation
    under Rule 144, assuming the Agent’s sales under this Sales Plan are the only sales subject to that limitation.
	 	 	 
	  	f.	Seller
    agrees to complete, execute and deliver to the Agent a Seller Representation Letter dated as of the date of this Sales Plan
    substantially in the form of Exhibit B to this Sales Plan prior to the commencement of the Plan Sales Period


 


	 	10.	Seller
    acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether
    to effect sales of Stock under this Sales Plan.


 


	 	C.	Implementation
    of the Plan


 


	 	1.	Seller
    hereby appoints the Agent to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms
    and conditions, the Agent hereby accepts such appointment.
	 	 	 
	  	2.	the
    Agent is authorized to begin selling Stock under this Sales Plan on December __, 2017 at the open of the Principal Market
    and shall cease selling Stock on the earliest to occur of: (i) the date on which the Agent is required to terminate sales
    under this Sales Plan pursuant to paragraph D.1.a below; (ii) the date on which the Agent receives notice of the death of
    Seller; (iii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect to the
    Stock; (iv) the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction
    affecting the securities of the Issuer as a result of which the Stock will be exchanged or converted into shares of another
    company; (v) the date on which the Agent receives notice of the commencement of any proceedings in respect of or triggered
    by Seller’s bankruptcy or insolvency; (vi) the date on which the Agent, Issuer or Seller reasonably determines that
    the Sales Plan does not comply with Rule 10b5-1 or applicable securities laws; and (vii) (specify, by checking one or more
    of the boxes below, the date upon which the Agent will cease selling stock):


 


	 	[  ]	_____________(Date)
at the close of the Principal Market.
	 	 	 
	 	[  ]	the
    date that the aggregate number of shares of Stock sold under this Sales Plan is __________ shares;
	 	 	 
	 	[  ]	The
    date that the aggregate proceeds of sales pursuant to this Sales Plan (after deducting commissions and other expenses of sale)
    reaches $_________.


 


(the
period during which the Agent is authorized to sell stock under this paragraph C.2 is referred to in this Sales Plan as the “Plan
Sales Period”).


 


	 	3.	a.
    the Agent shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined
    below), subject to the following restrictions, if desired (check each applicable box):


 


	 	[  ]	the
    Agent shall not sell any shares of Stock under this Sales Plan at a price of less than $ per share (before deducting commissions
    and other expenses of sale) (the “Minimum Sale Price”).
	 	 	 
	 	[  ]	(insert
    any other restrictions)____________________________________


 




    	 	 	 



    	 



    

 


	 	b.	A
    “Sale Day” is (Select One):


 


	 	[  ]	each
    Trading Day that the Principal Market is open for business.
	 	 	 
	 	[  ]	each
    Trading Day succeeding any period of __________consecutive Trading Days during which the closing price of the Stock on the Principal
    Market or, if applicable, as reported in the consolidated system was equal to or greater than _________.
	 	 	 
	 	[  ]	the
    first weekday of each month during the Plan Sales Period, provided that if any Sale Day is not a Trading Day, such Sale Day
    shall be deemed to fall on the next succeeding Trading Day. A “Trading Day” is any day during the Plan Sales Period
    that the Principal Market is open for business.
	 	 	 
	 	[  ]	Insert
    Other Conditions: _____________________________
	 	 	 
	 	 	


 


	 	c.	The
    “Daily Sale Amount” for any Sale Day shall be (please check the applicable box to indicate the amount of
    Stock that the Agent is to sell on each Sale Day):


 


	 	[  ]	___________shares
of Stock as per the price parameters set forth in the table below.
	 	 	 
	 	[  ]	an
    amount of Stock resulting in aggregate proceeds (after deducting commissions and other expenses of sale and exercise prices,
    withholding taxes and other expenses of exercise) of $____________.
	 	 	 
	 	[  ]	the
    amount set forth on the grid below opposite the per share price range that corresponds to the reported price of the opening
    reported market transaction in the Stock on such Sale Day.


 


	Limit
    Price	 	Number
    of Shares of Stock to be Sold
	If
    the price of Stock is $___________ or higher	 	 
	If
    the price of Stock is $___________ or higher	 	 
	If
    the price of Stock is $___________ or higher	 	 



 


	 	[  ]	determined
    in accordance with the following formula:


 


	 	d.	Subject
    to the restrictions set forth in paragraph C.3 above, the Agent shall sell the Daily Sale Amount on each Sale Day under ordinary
    principles of best execution at the then-prevailing market price.
	 	 	 
	 	e.	If,
    consistent with ordinary principles of best execution or for any other reason, the Agent cannot sell the Daily Sale Amount
    on any Sale Day, then (select one):


 


	 	[  ]	the
    amount of such shortfall may be sold as soon as practicable on the immediately succeeding Trading Day under ordinary principles
    of best execution.
	 	 	 
	  	[  ]	the
    Agent’s obligation to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied.
	 	 	 
	  	[  ]	N/A
    (other comments): ________________________


 


Nevertheless,
if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, the Agent’s authority
to sell such shares for the account of Seller under this Sales Plan shall terminate.


 




    	 	 	 



    	 



    

 


	 	f.	The
    Daily Sale Amount and the Minimum Sale Price, if applicable, shall be adjusted automatically on a proportionate basis to take
    into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization
    with respect to the Issuer that occurs during the Plan Sales Period.


 


	 	4.	the
    Agent shall not sell Stock under this Sales Plan at any time when:


 


	 	a.	the
    Agent, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities
    or other crisis or calamity has occurred, or
	 	 	 
	 	b.	the
    Agent, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction
    applicable to it or its affiliates or to Seller or Seller’s affiliates (other than any such restriction relating to
    Seller’s possession or alleged possession of material nonpublic information about the Issuer or the Stock), or
	 	 	 
	 	c.	the
    Agent has received notice from the Issuer or Seller of the occurrence of any event contemplated by paragraph 3 of the certificate
    set forth as Exhibit A to this Sales Plan, or
	 	 	 
	 	d.	a
    sale effected under the Sales Plan fails to comply (or in the reasonable opinion of the Agent is not likely to comply) with
    Rule 144 of the Securities Act), or
	 	 	 
	 	e.	the
    Agent has received notice from Seller to terminate this Sales Plan in accordance with paragraph D.1 below.


 


	 	5.	a.	Seller
    agrees to deliver the total shares of Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in
    good faith, if the Daily Sale Amount is designated as an aggregate dollar amount) (the “Plan Shares”), into an
    account at the Agent in the name of and for the benefit of Seller (the “Plan Account”) and the Stock will be in
    street name, electronically transferable form, without legend or stop transfer within the Plan Account prior to the close
    of the Principal Market on the business day preceding the commencement of sales under this Sales Plan or this Sales Plan will
    automatically terminate.


 


	 	b.	the
    Agent shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. the Agent agrees
    to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is
    less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notification, Seller agrees to deliver
    promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall.
	 	 	 
	 	c.	To
    the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales
    Plan, the Agent agrees to return such Stock promptly to the Issuer’s transfer agent for relegending to the extent that
    such Stock would then be subject to transfer restrictions in the hands of the Seller.


 


	 	6.	the
    Agent shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account.
	 	 	 
	 	7.	the
    Agent may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or
    otherwise.
	 	 	 
	 	8.	Seller
    may instruct the Agent to sell or purchase shares of Stock other than pursuant to this Sales Plan. The parties hereto agree
    that any such sale or purchase transaction (i) will not be deemed to modify this Sales Plan unless Seller so requests in writing
    in accordance with paragraph D.1.d below and (ii) will be given by Seller to the Agent only if such transaction does not contravene
    any of the representations, warranties or covenants set forth in Section B of this Sales Plan.


 




    	 	 	 



    	 



    

 


	 	D.	Amendment
    and Termination


 


	 	1.	This
    Sales Plan may not be terminated prior to the end of the Plan Sales Period, except that:


 


	 	a.	it
    may be terminated by Seller at any time upon one day’s prior written notice sent to the Agent’s Corporate Executive
    Services Department at the address or fax number set forth in paragraph G.4 below, and
	 	 	 
	 	b.	it
    may be terminated pursuant to Paragraph C.5.a of this Sales Plan
	 	 	 
	 	c.	it
    may be, at the Agent’s option, terminated if the Agent has received notice from the Issuer of the occurrence of any
    event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan.
	 	 	 
	 	d.	Notwithstanding
    the provisions of paragraph D.1. herein, this Sales Plan may only be amended pursuant to the Issuer’s insider trading
    policy and only after pre-clearance by the Issuer.
	 	 	 
	 	e.	This
    Plan may be amended by Seller only upon the written consent of the Agent and receipt by the Agent of the following documents,
    each dated as of the date of such amendment:


 


	 	(i)	a
    representation signed by the Issuer substantially in the form of Exhibit A to this Sales Plan,
	 	 	 
	 	(ii)	a
    certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are
    true at and as of the date of such certificate as if made at and as of such date and
	 	 	 
	 	(iii)	a
    Seller’s Representation Letter completed and executed by Seller substantially in the form of Exhibit B to this Sales
    Plan.


 


	 	E.	Indemnification;
    Limitation of Liability


 


	 	1.	a.
    Seller agrees to indemnify and hold harmless the Agent and its directors, officers, employees and affiliates from and
    against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably
    incurred in connection with defending or investigating any such action or claim) arising out of or attributable to the Agent’s
    actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of
    this Sales Plan (including Seller’s representations and warranties in this Sales Plan) or any violation by Seller of
    applicable laws or regulations; provided, however, that the indemnification provisions of this paragraph E.1.a shall not apply
    in the case of any claims, losses, damages or liabilities finally judicially determined to have resulted from the Agent’s
    gross negligence or willful misconduct. This indemnification shall survive termination of this Sales Plan.


 


	 	b.	Notwithstanding
    any other provision of this Sales Plan, neither party shall be liable to the other party for:


 


	 	(i)	special,
    indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the
    possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or
	 	 	 
	 	(ii)	any
    failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond
    its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common
    carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”


 


	 	2.	Seller
    has consulted with Seller’s own advisors as to the legal, tax, business, financial and related aspects of, and has not
    relied upon the Agent or any person affiliated with the Agent in connection with Seller’s adoption and implementation
    of this Sales Plan.


 




    	 	 	 



    	 



    

 


	 	3.	Seller
    acknowledges and agrees that in performing Seller’s obligations under this Sales Plan, neither the Agent nor any of
    its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority
    or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting
    management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21)
    of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by
    the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller
    further acknowledges and agrees that neither the Agent nor any of its affiliates nor any of their respective officers, employees
    or other representatives has provided any “investment advice” within the meaning of such provisions, and that
    no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s
    assets.


 


	 	F.	Agreement
    to Arbitrate Certain Disputes


 


The
following disclosure is required by various regulatory bodies but should not limit the applicability of the following arbitration
provision to or in any claim or controversy which may arise between Seller and the Agent.


 


This
Agreement contains a predispute arbitration clause. By signing this Sales Plan, which includes the following arbitration agreement,
the parties agree as follows:


 


	 	●	Arbitration
    is final and binding on the parties. All parties to this Agreement are giving up the right to sue each other in court, including
    the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
	 	 	 
	 	●	The
    parties are waiving their right to seek remedies in court, including the right to a jury trial. Arbitration awards are generally
    final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
	 	 	 
	 	●	Pre-arbitration
    discovery is generally more limited than and different from court proceedings. The ability of the parties to obtain documents,
    witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
	 	 	 
	 	●	The
    arbitrators’ award is not required to include factual findings or legal reasoning, and any party’s right to appeal
    or seek modifications of rulings of the arbitrators is strictly limited. The arbitrators do not have to explain the reason(s)
    for their award.
	 	 	 
	 	●	The
    panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
	 	 	 
	 	●	The
    rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is
    ineligible for arbitration may be brought in court.
	 	 	 
	 	●	The
    rules of the arbitration forum in which the claim is filed, and any amendments thereto, are hereby incorporated into this
    Agreement.
	 	 	 
	 	●	The
    award of the arbitrators or of the majority of them shall be final, and judgment upon the award rendered may be entered in
    any court, state or federal, having jurisdiction.
	 	 	 
	 	●	No
    person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement
    against any person who has initiated in court a putative class action, or who is a member of a putative class action who has
    not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification
    is denied; or (ii) the class is decertified; or (iii) the Seller is excluded from the class by the court. Such forbearance
    to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent
    stated herein.


 




    	 	 	 



    	 



    

 


	 	●	Seller
    agrees, and in consideration of the Agent carrying an account for Seller, the Agent agrees, that all controversies which may
    arise between us, including any dispute involving the Agent’s present or former agents, employees, officers, and directors
    and including, but not limited to those involving transactions in this or any other account you have individually or jointly
    with or on behalf of another party at the Agent, including those in which you have a beneficial interest, or the construction,
    performance, or breach of this or any other agreement between us, whether entered into prior, on, or subsequent to the date
    hereof, shall be fully and finally determined by binding arbitration. Any arbitration under this Agreement shall be determined
    pursuant to the arbitration laws of the State of Missouri and Federal Arbitration Act, where applicable, before the Financial
    Industry Regulatory Authority (FINRA).
	 	 	 
	 	●	If
    Seller files a complaint in court against the Agent or its present or former employees, officers, or directors, the Agent
    may seek to compel arbitration of any such claims. If the Agent seeks to compel arbitration of such claims, the Agent must
    agree to arbitrate all of the claims contained in the complaint if the Seller so requests.


 


Seller
acknowledges that the preferred forum for any dispute resolution involving controversies which may arise between Seller
and the Agent is through arbitration pursuant to the terms of the arbitration provision found in this Agreement. In the unlikely
event any controversy or dispute arising under this Agreement with the Agent is determined to be ineligible for arbitration, Seller
agrees as follows: THE PARTIES TO THIS AGREEMENT SHALL NOT EXERCISE ANY RIGHTS THEY MAY HAVE TO ELECT OR DEMAND A TRIAL BY
JURY. The Seller and the Agent hereby expressly waive any right to a trial by jury. The Seller acknowledges and agrees that
this provision is a specific and material aspect of the agreement between the parties and that the Agent would not enter into
this Agreement with Seller if this provision were not part of the agreement.


 


Dispute
Resolution Locale: Any suit, arbitration proceeding, reparation proceeding, claim, or action against the Agent or its present
or past officers, agents, or employees shall be brought and heard in the city where the branch sales office of the Agent is or
was located with which Seller dealt. If the court, arbitration forum, or reparations tribunal does not conduct hearings in that
city, then any such action must be brought and heard in the locale closest to that city in which the court, arbitration forum,
or reparations tribunal conducts hearings. This paragraph shall apply even if Seller has related disputes with other parties which
cannot be resolved in the same locale.


 


	 	G.	General


 


	 	1.	Seller
    shall pay the Agent $_________ per share of the Stock sold.
	 	 	 
	 	2.	Seller
    and the Agent acknowledge and agree that this Sales Plan is a “securities contract,” as such term is defined in
    Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections
    given such contracts under the Bankruptcy Code.
	 	 	 
	 	3.	This
    Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements
    or understandings with regard to the Sales Plan.
	 	 	 
	 	4.	All
    notices to the Agent under this Sales Plan shall be given to the Agent’s Compliance Department in the manner specified
    by this Sales Plan by telephone at (  ) ___-____, by facsimile at (  ) ___-____ or by certified
    mail to the address below:


 


The
Agent, Garden States Securities, Inc.


 ________________________


________________________


 


Attn:
Compliance Department


 


Notices
to the Issuer shall be given to:


 


eWellness
Healthcare Corporation


11825
Major Street 


Culver
City, California 90230


 


Attn:
David Markowski, CFO


and
Donna Moore, Secretary


Telephone:
(855) 470-1700


Fax:
(—) ___-____


Email:
_____________


 






    	 	 	 



    	 



    

 


	 	5.	Each
    Party’s rights and obligations under this Sales Plan may not be assigned or delegated without the written permission
    of the other party, which may be withheld in such party’s sole discretion.
	 	 	 
	 	6.	This
    Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
    signatures on all counterparts were upon the same instrument.
	 	 	 
	 	7.	If
    any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation,
    that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.
    All other provisions of this Sales Plan will continue and remain in full force and effect.
	 	 	 
	 	8.	This
    Sales Plan shall be governed by and construed in accordance with the internal laws of the State of Missouri, applicable to
    agreements made and to be fully performed therein and may be modified or amended only by a writing signed by the parties to
    this Sales Plan.


 


NOTICE:
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH F.


 


IN
WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.


 


Date:
__________; 2018


 


	Signature:	 
	 
	 	 	 
	Print
    Name:	 
	 
	 	 	 
	Title:	 
	 


 


The
Agent, Garden State Securities, Inc.


 


	By:	 
	 
	 	 	 
	Print
    Name:	 
	 
	 	 	 
	Title:	 
	 


 




    	 	 	 



    	 



    

 


EXHIBIT
A


ISSUER
REPRESENTATION


 


	1.	eWellness
    Healthcare Corporation (the “Issuer”) represents that it has approved the Sales Plan dated January 1, 2018 (the
    “Sales Plan”) between (“Seller”) and the Agent, Garden State Securities, Inc. (“the Agent”)
    relating to the common stock, $0.001, par value of the Issuer (the “Stock”).
	 	 
	2.	The
    Issuer confirmes the following with regard to Seller:


 


	1.
    Position/Affiliation with Issuer	 	 

	2.
    Is Seller a Form 4 filer?	 	YES
    [  ] NO [  ]
	3.
    Is Seller a Form 144 Filer?	 	YES
    [  ] NO [  ]


 


	3.	The
    sales to be made by the Agent for the account of Seller under the Sales Plan will not violate the Issuer’s insider trading
    policies, and to the best of the Issuer’s knowledge there are no legal, contractual or regulatory restrictions applicable
    to Seller or Seller’s affiliates as of the date of this representation that would prohibit the Seller from entering
    into the Sales Plan or prohibit any sale under the Sales Plan.
	 	 
	4.	If
    at any time during the Sales Plan Period (as defined in the Sales Plan), (i) Issuer becomes aware of a legal, contractual
    or regulatory restriction that is applicable to Seller or Seller’s affiliates and that would prohibit any sale under
    the Sales Plan (other than any such restriction relating to Seller’s possession or alleged possession of material nonpublic
    information about the Issuer or its securities), (ii) there is a change in the Issuer’s insider trading policies, so
    that the sales to be made by the Agent for the account of the Seller pursuant to the Sales Plan would violate these policies,
    or (iii) the Issuer’s board of directors or chief executive officer determines that purchases or sales pursuant to the
    Sales Plan would have a material adverse effect on the Issuer’s financial condition,, the Issuer agrees to give the
    Agent’s Compliance Department notice of such restriction by telephone as soon as practicable. Such notice shall be made
    to Compliance Departmentat (—) ___-____ and shall indicate the anticipated duration of the restriction, but shall
    not include any other information about the nature of the restriction or its applicability to Seller. In any event, the Issuer
    shall not communicate any material nonpublic information about the Issuer or its securities to the Agent.


 


Moreover,
if the sales to be made by the Agent for the account of the Seller under the Sales Plan require that the Issuer meet the Current
Public Information provisions contained in paragraph (c) of Rule 144 under the Securities Act of 1933, as amended, the Issuer
agrees to give the Agent notice in the manner provided above in the event that the Issuer fails to continue to satisfy the Current
Public Information provisions.


 


	5.	If
    the Stock includes shares that may be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities
    Act”), the Issuer agrees as follows: To avoid delays in connection with transfers of stock certificates and settlement
    of transactions under the Sales Plan, and in acknowledgment of the Agent’s agreement in paragraph B.10 of the Sales
    Plan that sales of Stock under the Sales Plan will be effected in compliance with applicable provisions of Rule 144 of the
    Securities Act of 1933, as amended, and the Agent’s agreement in paragraph C.5 of the Sales Plan to return any unsold
    shares to the Issuer’s transfer agent for relegending to the extent such shares would then be subject to transfer restrictions
    in the hands of the Seller, the Issuer agrees that it will, immediately upon Seller’s directing delivery of Stock into
    an account at the Agent in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer
    of shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability
    to a buyer.


 


Date:_______
; 20___


 


	Signature:	 
	 
	 	 	 
	Print
    Name:	 
	 
	 	 	 
	Title
    of Authorized Officer:	 
	 


 




    	 	 	 



    	 



    

 


EXHIBIT
B


 


Date:
___________


 


The
Agent, Garden States Securities, Inc.


 


Attn:
Compliance Department


_______________________


_______________________


 


	 	Re:	Name
of Issuer: 	eWellness
    Healthcare Corporation 	 
	 	 	Class
of Stock: 	Common
    	 
	 	 	Number
of Shares:	 	 


 


To
Whom It May Concern:


 


I
propose to sell shares of Common Stock of eWellness Healthcare Corporation (the “Company”), through the Agent, Garden
State Securities, Inc. in accordance with the requirements of Rule 144 (the “Rule”) and I hereby represent:


 


	 	1.	The
    following information reflects all sales made during the past three months for my account and for the accounts of others with
    whom I must aggregate sales under the Rule:


 


	 	 	 	 	Amount	 	 	Date	 
	a.	 	Myself	 	 	 	 	 	 	 	 
	b.	 	My spouse, children and all other relatives living in our household (or under our control)	 	 	 	 	 	 	 	 
	c.	 	Trusts or estates in which any person in (a) or (b) above are trustees, executors or have a 10% beneficial interest	 	 		 	 	 	 
	 
	d.	 	Corporations or other entities (other than the Company) in which persons in (a) or (b) above own collectively 10% or more of any class of equity securities or have a 10% equity interest	 	 	     	 	 	 	 	 
	e.	 	Anyone acting in concert with any of the above	 	 	 	 	 	 	     	 
	f.	 	All other accounts whose sales must be aggregated, including:	 	 	 	 	 	 	 	 
	 	 	Donees	 	 	 	 	 	 	 	 
	 	 	Pledges	 	 	 	 	 	 	 	 
	 	 	Trusts	 	 	 	 	 	 	 	 
	 	 	Others	 	 	 	 	 	 	 	 



 


	 	2.	The
    aggregate number of shares of the Company’s Common Stock sold during the preceding three months for my account and for
    the account of any person indicated in #1, above (as reported in Table II of Form 144) does not exceed the greater of either
    (a) or (b):


 


	 	a.	1%
    of the total outstanding class shares of the Company’s Common Stock.
	 	 	 
	 	b.	The
    average weekly reported trading volume in the Company’s Common stock on all securities exchanges during the four calendar
    weeks preceding the filing of the above-mentioned Form 144 with the Securities and Exchange Commission.


 


	 	3.	If
    the securities being sold are “restricted securities” as defined in paragraph (a)(3) of Rule 144, I confirm that
    I have been the beneficial owner of such securities for a period of six (6) months as provided in paragraph (d) of the Rule.
	 	 	 
	 	4.	I
    am an affiliate of the issuer, as that term is used in Rule 144(a)(1).
	 	 	 
	 	5.	I
    do not intend to sell shares of the Company’s Common Stock that are not part of this Sales Plan through any other financial
    institution other than the Agent Nicolaus for the duration of this plan (Include Date Range Here).


 




    	 	 	 



    	 



    

 


	 	6.	I
    have not made, and will not make, any payment in connection with this sale, other than the usual and customary compensation
    to the Broker.
	 	 	 
	 	7.	I
    have not solicited or arranged, and will not solicit or arrange for orders to buy in connection with this sale.
	 	 	 
	 	8.	Enclosed
    is an executed copy (copies) of Form 144.
	 	 	 
	 	9.	I
    confirm to you that I am not aware of any material, non-public information about the Company.
	 	 	 
	 	10.	I
    confirm to you that, to the best of my knowledge, the Company is in compliance with the 1934 Act current public information
    reporting requirements contained in Rule 144 ( c ) (1).
	 	 	 
	 	11.	I
    understand that the transfer agent’s delay in transferring the shares may cause a delay in the payment of the proceeds
    of the sale.
	 	 	 
	 	12.	The
    Broker and/or the Company’s transfer agent is authorized to rely on the representations herein in connection with this
    sale, and I consent to the Broker communicating with the Company in connection with such sale.


 


Very
truly yours,


 





	X
	Signature	 	Date:	 
	 	 	 	 
	 	 	 	 
	Print
    Name	 	Account
    No. Of Seller’(s):	 
	X	 	 	 
	Joint
    Signature	 	 	 
	 	 	 	 
	 	 	 	 
	Print
    Joint Name