Exhibit 10.1






 


SHARE
EXCHANGE


 


This
Share Exchange (the “Agreement”), dated as of April 11, 2014, among Dignyte, Inc., a Nevada corporation (“Dignyte”),
Andreas A. McRobbie-Johnson, an individual currently residing in Flagstaff, AZ being the owner of record of 10,000,000 common
shares of Dignyte, eWellness Corporation, a Nevada corporation (“eWellness”); and the persons listed in Exhibit
A hereof, being the owners of record of all of the issued and outstanding stock of eWellness (the “Shareholders”).
Capitalized words have the meaning set forth in Section 18, unless otherwise defined herein.


 


R
E C I T A L S


 


A.The
Shareholders currently own 100% of the issued and outstanding capital stock of eWellness.


 


B.In
order to complete a strategy to become a publicly traded/listed company in the U.S., the Shareholders have agreed to sell to Dignyte,
and Dignyte has agreed to purchase from the Shareholders 100% of the common stock of eWellness (the “eWellness Stock”)
in exchange for shares of the outstanding common shares of Dignyte (the “Dignyte Stock”), pursuant to the terms and
conditions set forth in this Agreement.


 


C.eWellness
will become a wholly owned subsidiary of Dignyte.


 


NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement,
the parties agree as follows:


 


		1.	Exchange
                                         of Stock.



 


		(a)	The
                                         Shareholders agree to transfer to Dignyte, and Dignyte agrees to purchase from the Shareholders,
                                         all of the Shareholders’ right, title and interest in the eWellness Stock, representing
                                         100% of the issued and outstanding stock of eWellness, free and clear of all mortgages,
                                         liens, pledges, security interests, restrictions, encumbrances, or adverse claims of
                                         any nature.



 


		(b)	At
                                         the Closing (as defined in Section 2 below), upon surrender by the Shareholders of the
                                         certificates evidencing the eWellness Stock, duly endorsed for transfer to Dignyte or
                                         accompanied by stock powers executed in blank by the Shareholders, Dignyte will cause
                                         9,200,000 shares (subject to adjustment for fractionalized shares as set forth below)
                                         of the common voting stock, par value $.001 of Dignyte (the “Dignyte Stock”)
                                         to be issued to the Shareholders (or their designees), in exchange for 9,200,000 shares
                                         of the common stock of eWellness, representing 100% of the issued and outstanding common
                                         stock of eWellness, as further set forth on the capitalization table annexed hereto as
                                         Schedule 1(b) and made a part hereof (the “Capitalization Table”).
                                         The Dignyte Stock will be issued to the Shareholders on a pro rata basis, in the same
                                         proportion as the percentage of their ownership interest in eWellness, as set forth on
                                         Exhibit A (subject to adjustment as set forth below), at
                                         the Closing. As a result of the exchange of the eWellness Stock for the Dignyte Stock,
                                         eWellness will become a wholly owned subsidiary of Dignyte.



 




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		(c)	Directors
                                         of Dignyte at Closing Date. On the Closing Date, the current directors of the Dignyte
                                         shall appoint Douglas Maclellan, Darwin Fogt, Curtis Hollister and David Markowski to
                                         serve as members of Dignyte’s Board, with Douglas MacLellan serving as Chairman,
                                         to be effective immediately upon the Closing (the “Effective Time”).
                                         All of the members of Dignyte’s Board as of the day immediately before the Closing
                                         Date shall tender their resignation as a director of Dignyte to be effective at the Effective
                                         Time.



 


		(d)	Officers
                                         of Dignyte at Closing Date. On the Closing Date, Mr. Andreas A. McRobbie-Johnson
                                         and Ms. Donna S. Moore shall resign from each officer position held at Dignyte and Dignyte’s
                                         Board shall appoint Darwin Fogt to serve as the President, Chief Executive Officer, David
                                         Markowski to serve as Chief Financial Officer, Treasurer and Secretary, Curtis Hollister
                                         to serve as CTO and Douglas MacLellan to serve as Chairman of the Board and assistant
                                         Secretary.



 


		(e)	Section
                                         368 Reorganization. For U.S. federal income tax purposes, the Share Exchange is intended
                                         to constitute a “reorganization” within the meaning of Section 368(a)(1)(B)
                                         of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan
                                         of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a)
                                         of the United States Treasury Regulations. Notwithstanding the foregoing or anything
                                         else to the contrary contained in this Agreement, the parties acknowledge and agree that
                                         no party is making any representation or warranty as to the qualification of the Share
                                         Exchange as a reorganization under Section 368 of the Code or as to the effect, if any,
                                         that any transaction consummated prior to the Closing Date has or may have on any such
                                         reorganization status. The parties acknowledge and agree that each (i) has had the opportunity
                                         to obtain independent legal and tax advice with respect to the transaction contemplated
                                         by this Agreement, and (ii) is responsible for paying its own Taxes, including without
                                         limitation, any adverse Tax consequences that may result if the transaction contemplated
                                         by this Agreement is not determined to qualify as a reorganization under Section 368
                                         of the Code.



 


		2.	Closing.



 


		(a)	Subject
                                         to the full compliance with the rules applicable to Dignyte under Rule 419 (“Rule
                                         419) of Regulation C under the Securities Act of 1933, as amended, the parties to this
                                         Agreement will hold a closing (the “Closing”) for the purpose of executing
                                         and exchanging all of the documents contemplated by this Agreement and otherwise effecting
                                         the transactions contemplated by this Agreement. The Closing will be held as soon as
                                         possible and it is currently anticipated that it will occur on or before May 15, 2014,
                                         or as soon thereafter as is practicable at Hunter Taubman Weiss LLP, 130 West 42 Street,
                                         Floor 10, New York, NY 10036, unless another place or time is mutually agreed upon in
                                         writing by the parties. All proceedings to be taken and all documents to be executed
                                         and exchanged at the Closing will be deemed to have been taken, delivered and executed
                                         simultaneously, and no proceeding will be deemed taken nor documents deemed executed
                                         or delivered until all have been taken, delivered and executed. If agreed to by the parties,
                                         the Closing may take place through the exchange of documents by fax and/or express courier.



 




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		(b)	With
                                         the exception of any stock certificates which must be in their original form, any copy,
                                         fax, e-mail or other reliable reproduction of the writing or transmission required by
                                         this Agreement or any signature required thereon may be used in lieu of an original writing
                                         or transmission or signature for any and all purposes for which the original could be
                                         used, provided that such copy, fax, e-mail or other reproduction is a complete reproduction
                                         of the entire original writing or transmission or original signature, and the originals
                                         are promptly delivered thereafter.



 


		3.	Representations
                                         and Warranties of Dignyte.



 


Dignyte
represents and warrants as follows:


 


		(a)	Dignyte
                                         is a corporation duly organized, validly existing, and in good standing under the laws
                                         of the State of Nevada and is licensed or qualified as a foreign corporation in all states
                                         in which the nature of its business or the character or ownership of its properties makes
                                         such licensing or qualification necessary.



		(b)	Dignyte
                                         has all requisite authority and power (corporate and other), governmental licenses, authorizations,
                                         consents and approvals to enter into this Agreement and to consummate the transactions
                                         contemplated by this Agreement and to perform its obligations under this Agreement other
                                         than (i) the filing with, and clearance by the Commission of the preliminary proxy statement,
                                         which shall serve as a proxy statement pursuant to Section 14(a), Regulation 14A and
                                         Schedule 14A under the Exchange Act, and all other proxy materials for a meeting of Deignyte’s
                                         shareholders as required under Rule 419 (the “Proxy Statement”) pursuant
                                         to which Dignyte’s stockholders must vote at a special meeting of stockholders
                                         to approve, among other thing, this Agreement and the transactions contemplated herein;
                                         (ii) the filing of a Form 8-K with the Commission within four (4) business days after
                                         the execution of this Agreement and of the Closing Date; and (iii) any filing required
                                         by FINRA. The execution, delivery and performance by Dignyte of this Agreement has been
                                         duly authorized by all necessary corporate action and do not require from Dignyte’s
                                         Board any consent or approval that has not been validly and lawfully obtained. Except
                                         as provided for in the first sentence of this paragraph, the execution, delivery and
                                         performance by Dignyte of this Agreement requires no authorization, consent, approval,
                                         license, exemption of or filing or registration with any Governmental Authority or other
                                         Person other than such other customary filings with the Commission for transactions of
                                         the type contemplated by this Agreement.



		(c)	No
                                         Violation. Neither the execution nor the delivery by Dignyte of this Agreement, nor
                                         the consummation or performance by Dignyte of the transactions contemplated hereby or
                                         thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation
                                         of any provision of the Organizational Documents of Dignyte; (b) contravene, conflict
                                         with, constitute a default (or an event or condition which, with notice or lapse of time
                                         or both, would constitute a default) under, or result in the termination or acceleration
                                         of, or result in the imposition or creation of any Lien under, any agreement or instrument
                                         to which Dignyte is a party or by which the properties or assets of Dignyte are bound;
                                         (c) contravene, conflict with, or result in a violation of, any Law or Order to which
                                         Dignyte, or any of the properties or assets owned or used by Dignyte, may be subject;
                                         or (d) contravene, conflict with, or result in a violation of, the terms or requirements
                                         of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel,
                                         terminate or modify, any licenses, permits, authorizations, approvals, franchises or
                                         other rights held by Dignyte or that otherwise relate to the business of, or any of the
                                         properties or assets owned or used by, Dignyte, except, in the case of clauses (b), (c),
                                         or (d), for any such contraventions, conflicts, violations, or other occurrences as would
                                         not have a Material Adverse Effect.



 




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		(d)	Binding
                                         Obligations. Assuming this Agreement has been duly and validly authorized, executed
                                         and delivered by the parties hereto and thereto other than Dignyte, this Agreement is
                                         duly authorized, executed and delivered by Dignyte and constitutes the legal, valid and
                                         binding obligations of Dignyte, enforceable against Dignyte in accordance with their
                                         respective terms, except as such enforcement is limited by general equitable principles,
                                         or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors
                                         rights generally.



		(e)	Securities
                                         Laws. Assuming the accuracy of the representations and warranties of the Shareholders,
                                         contained in Section 4 and Exhibits D and E, the issuance of the
                                         Dignyte Stock pursuant to this Agreement will be when issued in accordance with the terms
                                         of this Agreement, issued in accordance with exemptions from the registration and prospectus
                                         delivery requirements of the Securities Act and the registration permit or qualification
                                         requirements of all applicable state securities laws.



 


		(b)	The
                                         authorized capital stock of Dignyte consists of 100,000,000 shares of common stock, $0.001
                                         par value per share, of which, 10,897,000 shares are issued and outstanding. Dignyte
                                         also has 10,000,000 shares of blank check preferred stock authorized with none issued
                                         or outstanding. To the knowledge of Dignyte, all issued and outstanding shares of Dignyte’s
                                         common stock are fully paid and nonassessable.



 


		(c)	Other
                                         than as set forth on Schedule 3(c) attached hereto, there are no
                                         subscription rights, options, warrants, convertible securities, or other rights (contingent
                                         or otherwise) presently outstanding, for the purchase, acquisition, or sale of the capital
                                         stock of Dignyte, or any securities convertible into or exchangeable for capital stock
                                         of Dignyte or other securities of Dignyte, from or by Dignyte. There are no outstanding
                                         obligations of Dignyte to retire, repurchase, redeem or otherwise acquire any of its
                                         outstanding shares of capital stock of, or other ownership interests in, Dignyte or to
                                         provide funds to or make any investment (in the form of a loan, capital contribution
                                         or otherwise) in any other Person and there will be none of the foregoing outstanding
                                         at the Closing.



 


		(d)	Dignyte
                                         has no subsidiaries.



 


		(e)	Subject
                                         to the application of Rule 419 to this Agreement and the transaction contemplated thereby,
                                         the execution of this Agreement and performance by Dignyte hereunder has been duly authorized
                                         by all requisite corporate action on the part of Dignyte, and this Agreement constitutes
                                         a valid and binding obligation of Dignyte, and Dignyte’s performance hereunder
                                         will not violate any provision of any charter, bylaw, indenture, mortgage, lease, or
                                         agreement, or any order, judgment, decree, or, to Dignyte’s knowledge any law or
                                         regulation, to which any property of Dignyte is subject or by which Dignyte is bound.



 




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		(f)	As
                                         set forth on Schedule 3(f), Dignyte has minimal assets and liabilities.
                                         Any liabilities shall not be greater than $50,000.00 at closing. It is also anticipated
                                         that Dignyte shall have approximately $62,861.00 in cash at closing, assuming the completion
                                         of all of its current initial public offering.



 


		(g)	There
                                         is no litigation or proceeding pending or to Dignyte’s knowledge threatened against
                                         or relating to Dignyte, its properties or business.



 


		(h)	Other
                                         than professional retainer agreements for the provision of legal and accounting services
                                         to Dignyte, Dignyte is not a party to any material contract. For purposes of this Agreement
                                         “material” shall mean any contract, debt, liability, claim or other obligation
                                         valued or otherwise worth $2,000 or more.



 


		(i)	Other
                                         than Mr. Andreas A. McRobbie-Johnson and Ms. Donna S. Moore, Dignyte has no officers,
                                         directors or employees.



 


		(j)	Other
                                         than Mr. McRobbie Johnson who owns 10,000,000 shares of Dignyte’s common stock,
                                         no current officer, director, affiliate or person known to Dignyte to be the record or
                                         beneficial owner of in excess of 5% of Dignyte’s common stock, or any person known
                                         to be an associate of any of the foregoing is a party adverse to Dignyte or has a material
                                         interest adverse to Dignyte in any material pending legal proceeding.



 


		(k)	Dignyte
                                         has filed in correct form all federal, state, and other tax returns of every nature required
                                         to be filed by it and has paid all taxes and all assessments, fees and charges which
                                         it is obligated to pay by federal, state or other taxing authority to the extent that
                                         such taxes, assessments, fees and charges have become due. Dignyte has also paid all
                                         taxes which do not require the filing of returns and which are required to be paid by
                                         it. To the extent that tax liabilities have accrued, but have not become payable, they
                                         have been adequately reflected as liabilities on the books of Dignyte.



 


		(l)	Dignyte
                                         will be provided the opportunity to perform all due diligence investigations of eWellness
                                         and its business and valuations as it deems necessary or appropriate or as otherwise
                                         required by application of Rule 419 to any proposed transaction involving Dignyte, and
                                         to ask questions of the officers and directors of eWellness. Dignyte will have access
                                         to all documents and information about eWellness and will review sufficient information
                                         to allow it to evaluate the merits and risks of the transactions contemplated by this
                                         Agreement so as to discharge its obligations in compliance with Rule 419.



 


		(o)	Dignyte
                                         is acquiring the eWellness Shares to be transferred to it under this Agreement for investment
                                         and not with a view to the sale or distribution thereof.



 


		(p)	Dignyte
                                         is a publicly reporting company pursuant to Section 15(d) of the Securities Exchange
                                         Act of 1934, as amended (the “Act”) and is in compliance with all reporting
                                         requirements of the Act. Dignyte’s Form 10-K for the period ending December 31,
                                         2013, and any other periodic filings made by Dignyte as filed with the Commission, including
                                         all exhibits, documents and attachments thereto, are true and correct in all material
                                         respects and do not contain any untrue statement of a material fact or omit to state
                                         a material fact required to be stated therein or necessary to make any statement therein
                                         not materially misleading.



 




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		(q)	Compliance
                                         with Laws. The business and operations of Dignyte have been and are being conducted
                                         in accordance with all applicable Laws and Orders. Dignyte has not received notice of
                                         any violation (or any Proceeding involving an allegation of any violation) of any applicable
                                         Law or Order by or affecting Dignyte and, to the knowledge of Dignyte, no Proceeding
                                         involving an allegation of violation of any applicable Law or Order is threatened or
                                         contemplated. Dignyte is not subject to any obligation or restriction of any kind or
                                         character, nor is there, to the knowledge of Dignyte, any event or circumstance relating
                                         to Dignyte that materially and adversely affects in any way its business, properties,
                                         assets or prospects or that prohibits Dignyte from entering into this Agreement or would
                                         prevent or make burdensome its performance of or compliance with all or any part of this
                                         Agreement or the consummation of the transactions contemplated hereby.



		(r)	No
                                         Brokers or Finders. Except as disclosed in Schedule 3(r), no
                                         Person has, or as a result of the transactions contemplated herein will have, any right
                                         or valid claim against Dignyte for any commission, fee or other compensation as a finder
                                         or broker, or in any similar capacity.



 


		(s)	Changes.
                                         Except as set forth on Schedule 3(s), Dignyte has conducted its
                                         business in the usual and ordinary course of business consistent with past practice.



 


		(t)	Interested
                                         Party Transactions. Except as set forth on Schedule 3(t), no
                                         officer, director or stockholder of Dignyte or any Affiliate or “associate”
                                         (as such term is defined in Rule 405 of the Commission under the Securities Act) of any
                                         such Person, has or has had, either directly or indirectly, (1) an interest in any Person
                                         which (a) furnishes or sells services or products which are furnished or sold or are
                                         proposed to be furnished or sold by Dignyte, or (b) purchases from or sells or furnishes
                                         to, or proposes to purchase from, sell to or furnish Dignyte any goods or services; or
                                         (2) a beneficial interest in any contract or agreement to which Dignyte is a party or
                                         by which it may be bound or affected.



 


		(u)	Governmental
                                         Inquiries. Dignyte has provided to the Shareholders a copy of each material written
                                         inspection report, questionnaire, inquiry, demand or request for information received
                                         by Dignyte from any Governmental Authority, and Dignyte’s response thereto, and
                                         each material written statement, report or other document filed by Dignyte with any Governmental
                                         Authority.



 


		(v)	Bank
                                         Accounts and Safe Deposit Boxes. Except as set forth on Schedule 3(v),
                                         Dignyte does not have any bank or other deposit or financial account, nor does Dignyte
                                         have any lock boxes or safety deposit boxes.



 


		(w)	Title
                                         to Properties. Dignyte owns (with good and marketable title in the case of real property)
                                         or holds under valid leases the rights to use all real property, plants, machinery, equipment
                                         and other personal property, if any, as set forth in its financial statements included
                                         in its Form 10-K for the year ended December 31, 2013 as filed with the Commission, free
                                         and clear of all Liens, except Permitted Liens. For purposes of this Agreement, “Permitted
                                         Liens” means with respect to any Person (A) such imperfections of title, easements,
                                         encumbrances or restrictions which do not materially impair the current use of such Person’s
                                         or any of its Subsidiary’s assets, (B) materialmen’s, mechanics’, carriers’,
                                         workmen’s, warehousemen’s, repairmen’s and other like Liens arising
                                         in the ordinary course of business, or deposits to obtain the release of such Liens,
                                         (C) Liens for Taxes not yet due and payable, or being contested in good faith, and (D)
                                         purchase money Liens incurred in the ordinary course of business.



 




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		(x)	Dignyte
                                         has no stock option plans providing for the grant by Dignyte of stock options to directors,
                                         officers or employees.



 


		(y)	Money
                                         Laundering Laws. The operations of Dignyte is and has been conducted at all times
                                         in compliance with applicable financial recordkeeping and reporting requirements of the
                                         Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
                                         statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder
                                         and any related or similar rules, regulations or guidelines, issued, administered or
                                         enforced by any Governmental Authority (collectively, the “Money Laundering
                                         Laws”) and no Proceeding involving Dignyte with respect to the Money Laundering
                                         Laws is pending or, to the knowledge of Dignyte, threatened.



 


		(z)	Board
                                         Recommendation. Dignyte’s Board, by unanimous written consent, has determined
                                         that this Agreement and the transactions contemplated by this Agreement are advisable
                                         and in the best interests of Dignyte’s stockholders and has duly authorized this
                                         Agreement and the transactions contemplated by this Agreement, subject to shareholder
                                         consent as required under Rule 419.



 


		(aa)	Certain
                                         Registration Matters. Except as set forth on Schedule 3(aa),
                                         Dignyte has not granted or agreed to grant any person any rights (including “piggy-back
                                         registration rights) to have any securities of Dignyte registered with the Commission
                                         or any other Governmental Authority that have not been satisfied.



 


		4.	Representations
                                         and Warranties of the Shareholders and eWellness.



 


The
Shareholders and eWellness, severally and not jointly, represent and warrant as follows:


 


		(a)	eWellness
                                         is a corporation duly organized, validly existing, and in good standing under the laws
                                         of Nevada and is licensed or qualified as a foreign corporation in all places in which
                                         the nature of its business or the character or ownership of its properties makes such
                                         licensing or qualification necessary. The authorized capital stock of eWellness consists
                                         of 100,000,000 shares of common stock, $0.001 par value per share, of which, 9,000,000
                                         shares are issued and outstanding. To the knowledge of eWellness and the Shareholders,
                                         all issued and outstanding shares of eWellness’s common stock are fully paid and
                                         nonassessable.



 


		(b)	There
                                         are no agreements purporting to restrict the transfer of the eWellness Shares, nor any
                                         voting agreements, voting trusts or other arrangements restricting or affecting the voting
                                         of the eWellness Shares. The eWellness Shares held by the Shareholders are duly and validly
                                         issued, fully paid and non-assessable, and issued in full compliance with all federal,
                                         state, and local laws, rules and regulations. Other than as set forth on Schedule
                                         4(c) attached hereto, there are no subscription rights, options, warrants,
                                         convertible securities, or other rights (contingent or otherwise) presently outstanding,
                                         for the purchase, acquisition, or sale of the capital stock of eWellness, or any securities
                                         convertible into or exchangeable for capital stock of eWellness or other securities of
                                         eWellness, from or by eWellness.



 




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		(c)	The
                                         Shareholders have full right, power and authority to sell, transfer and deliver the eWellness
                                         Shares, and upon delivery of the certificates therefor as contemplated in this Agreement,
                                         the Shareholders will transfer to Dignyte valid and marketable title to the eWellness
                                         Shares, including all voting and other rights to the eWellness Shares free and clear
                                         of all pledges, liens, security interests, adverse claims, options, rights of any third
                                         party, or other encumbrances. Each of the Shareholders owns and holds that number and
                                         percentage of eWellness Shares that are listed opposite their names on Exhibit
                                         A attached hereto.



 


		(d)	There
                                         is no litigation or proceeding pending, or to any eWellness Shareholder’s knowledge,
                                         threatened, against or relating to eWellness or to the eWellness Shares.



 


		(e)	eWellness
                                         has filed in correct form all tax returns of every nature required to be filed by it
                                         in its home jurisdiction or otherwise and has paid all taxes as shown on such returns
                                         and all assessments, fees and charges received by it to the extent that such taxes, assessments,
                                         fees and charges have become due. eWellness has also paid all taxes which do not require
                                         the filing of returns and which are required to be paid by it. To the extent that tax
                                         liabilities have accrued, but have not become payable, they have been adequately reflected
                                         as liabilities on the books of eWellness.



 


		(f)	The
                                         financial statements of eWellness as at December 31, 2013 and for the two fiscal years
                                         then ended, that have been provided to Dignyte have been prepared consistent with U.S.
                                         Generally Accepted Accounting Principles (“GAAP”) and fairly present the
                                         assets and liabilities of eWellness as of the date of such statements.



 


		(g)	The
                                         current residence address or principal place of business (for any non-individual shareholder)
                                         of the Shareholders is as listed on Exhibit A attached hereto.



 


		(h)	The
                                         Shareholders have had the opportunity to perform all due diligence investigations of
                                         Dignyte and its business as they have deemed necessary or appropriate and to ask questions
                                         of Dignyte’s officers and directors and have received satisfactory answers to all
                                         of their questions. The Shareholders have had access to all documents and information
                                         about Dignyte, including, but not limited to, Dignyte’s current and periodic reports
                                         filed with the U.S. Securities and Exchange Commission, and have reviewed sufficient
                                         information to allow them to evaluate the merits and risks of the acquisition of the
                                         Dignyte Stock.



 


		(i)	The
                                         Shareholders are acquiring the Dignyte Stock for their own account (and not for the account
                                         of others) for investment and not with a view to the distribution therefor. The Shareholders
                                         will not sell or otherwise dispose of the Dignyte Stock without registration under the
                                         Securities Act of 1933, as amended, or an exemption therefrom, and the certificate or
                                         certificates representing the Dignyte Stock will contain a legend to the foregoing effect.
                                         By its execution of this Agreement, the Shareholder represents and warrants to the Dignyte
                                         that the Shareholder is an Accredited Investor and/or not U.S. Person.



 




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		(j)	Additional
                                         Representations and Warranties of the Shareholder as an Accredited Investor. The
                                         Shareholder further makes the representations and warranties to Dignyte set forth on
                                         Exhibit D.



 


		(k)	Additional
                                         Representations and Warranties of the Shareholder as a Non-U.S. Person. The Shareholder
                                         further makes the representations and warranties to Dignyte set forth on Exhibit
                                         E.



 


		(l)	Stock
                                         Legends. The Shareholder hereby agrees with Dignyte as follows:



 



		i.	Securities
                                         Act Legend - Accredited Investor. The certificate(s) evidencing the Digynte Stock
                                         issued to the Shareholder, and each certificate issued in transfer thereof, will bear
                                         the following legend:



 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO DIGNYTE AN OPINION OF COUNSEL, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO DIGNYTE, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.


 


		ii.	Securities
                                         Act Legend - Non-U.S. Person. The certificate(s) evidencing the Dignyte Stock issued
                                         to the Shareholder and each certificate issued in transfer thereof, will bear the following
                                         legend:



 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES
ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO DIGNYTE, THAT THE PROVISIONS
OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO DIGNYTE AN OPINION OF COUNSEL, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO DIGNYTE, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 




    	9



    	 



    





		iii.	Other
                                         Legends. The certificate(s) representing such Dignyte Stock, and each certificate
                                         issued in transfer thereof, will also bear any other legend required under any applicable
                                         Law, including, without limitation, any U.S. state corporate and state securities law,
                                         or contract.



 


		iv.	Opinion.
                                         The Shareholder will not transfer any or all of Dignyte’s Stock pursuant to Regulation
                                         S or absent an effective registration statement under the Securities Act and applicable
                                         state securities law covering the disposition of the Shareholder’s Dignyte Stock,
                                         as the case may be, without first providing Dignyte with an opinion of counsel (which
                                         counsel and opinion are reasonably satisfactory to Dignyte) to the effect that such transfer
                                         will be made in compliance with Regulation S or will be exempt from the registration
                                         and the prospectus delivery requirements of the Securities Act and the registration or
                                         qualification requirements of any applicable U.S. state securities laws.



 


		v.	Consent.
                                         The Shareholders understand and acknowledge that Dignyte may refuse to transfer the Dignyte
                                         Stock, unless the Shareholders comply with this Section 4(l) and any other restrictions
                                         on transferability set forth in Exhibits
                                         D and E. The Shareholders consent to Dignyte
                                         making a notation on its records or giving instructions to any transfer agent of Dignyte’s
                                         Common Stock in order to implement the restrictions on transfer of the Dignyte Stock.



 


		(m)	The
                                         Shareholder understands that the Dignyte Stock are being offered and sold to the Shareholder
                                         in reliance upon the truth and accuracy of the representations, warranties, agreements
                                         and understandings of the Shareholder set forth in this Agreement, in order that Dignyte
                                         may determine the applicability and availability of the exemptions from registration
                                         of the Dignyte Stock on which Dignyte is relying.



 




    	10



    	 



    


  


		5.	Conduct
                                         Prior to the Closing.



 


Dignyte,
eWellness and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:


 


		(a)	Other
                                         than as contemplated herein, no change will be made in the charter documents, by-laws,
                                         or other corporate documents of Dignyte or eWellness.



 


		(b)	Dignyte,
                                         eWellness and the Shareholders will each use its best efforts to maintain and preserve
                                         Dignyte and eWellness’s business organization, employee relationships, and goodwill
                                         intact, and will not enter into any material commitment except in the ordinary course
                                         of business.



 


		(c)	None
                                         of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose
                                         or encumber the eWellness Shares owned by them.



 


		(d)	The
                                         Shareholders and eWellness will use their best efforts to maintain and preserve the business
                                         organization, employee relationships and goodwill intact of eWellness, and will not allow
                                         eWellness to enter into any material commitment except in the ordinary course of business.



 


		(e)	eWellness
                                         will provide Dignyte with such financial and other information concerning its financial
                                         statements, business and operations as may be reasonably required by Dignyte in connection
                                         with its efforts to reconfirm the investment of Dignyte’s shareholders in accordance
                                         with the procedures set forth in Rule 419.



 


		(f)	Each
                                         of Dignyte and eWellness will conduct its respective business in the ordinary course
                                         and in such a manner so that the representations and warranties contained herein shall
                                         continue to be true and correct in all material respects as of the Closing as if made
                                         at and as of the Closing Without the prior written consent of Dignyte or eWellness, except
                                         as required or specifically contemplated hereby, each party shall not undertake or fail
                                         to undertake any action if such action or failure would render any of said warranties
                                         and representations untrue in any material respect as of the Closing.



 


		(g)	Parties
                                         hereto shall give to the representative of the other parties prompt written notice of
                                         the occurrence or existence of any event, condition or circumstance occurring which would
                                         constitute a violation or breach of this Agreement by such party or which would render
                                         inaccurate in any material respect any of such party’s representations or warranties
                                         herein.



 


		6.	Conditions
                                         to Obligations of the Shareholders and eWellness.



 


The
Shareholders and eWellness’s obligations to complete the transactions contemplated herein are subject to fulfillment on
or before the Closing of each of the following conditions, unless waived in writing by the Shareholders or eWellness, as appropriate:


 


		(a)	The
                                         representations and warranties of Dignyte set forth herein will be true and correct at
                                         the Closing as though made at and as of that date, except as affected by the transactions
                                         contemplated hereby.



 


		(b)	Dignyte
                                         will have performed all covenants required by this Agreement to be performed by it on
                                         or before the Closing.



 


		(c)	This
                                         Agreement will have been approved by the Board of Directors of Dignyte.



 




    	11



    	 



    


  


		(d)	Dignyte
                                         will have delivered to the Shareholders and EWellness the documents set forth below in
                                         form and substance reasonably satisfactory to counsel for the Shareholders, to the effect
                                         that:



 


		(i)	Dignyte
                                         is a corporation duly organized, validly existing, and in good standing by providing
                                         a certificate of good standing from Nevada’s Secretary of State;



 


		(ii)	Dignyte’s
                                         authorized capital stock is as set forth herein;



 


		(iii)	Certified
                                         copies of the resolutions of the board of directors of Dignyte authorizing the execution
                                         of this Agreement and the consummation hereof; and



 


		(iv)	Any
                                         further document as may be reasonably requested by counsel to the Shareholders and eWellness
                                         in order to substantiate any of the representations or warranties of Dignyte set forth
                                         herein.



 


		(v)	A
                                         certificate executed by an officer of Dignyte, certifying the satisfaction of the conditions
                                         specified in Sections 6(a) and (b) relating to Dignyte.



 


			(v)
                                         a Secretary’s Certificate, dated the Closing Date certifying attached copies
                                         of (A) the Organizational Documents of Dignyte, (B) the resolutions of Dignyte’s
                                         Board approving this Agreement and the transactions contemplated hereby, including those
                                         actions specified in Section 6(g) below; (C) the resolution from Mr. McRobbie-Johnson
                                         and (D) the incumbency of each authorized officer of Dignyte signing this Agreement and
                                         any other agreement or instrument contemplated hereby to which Dignyte is a party;



 


		(vi)	each
                                         of this Agreement and any related agreement to which Dignyte is a party, duly executed.



 


		(e)	There
                                         will have occurred no material adverse change in the business, operations or prospects
                                         of Heritage.



 


		(f)	Dignyte
                                         will have received written consent (in a form acceptable to counsel for the Shareholders
                                         and eWellness) from Mr. Andreas A. McRobbie-Johnson agreeing to cancel back to Dignyte
                                         at or prior to Closing 5,000,000 shares of Dignyte Common Stock he owns. Mr. McRobbie
                                         shall also agree to transfer 3,100,000 shares of his Dignyte common stock to parties
                                         designated by eWellness and 1,500,000 shares of his common stock to Summit Capital.



 


		(g)	Dignyte
                                         Board Resolutions (i) appointing Douglas MacLellan to serve as Chairman of Dignyte to
                                         be effective at the Effective Time; (ii) appointing Darwin Fogt, Curtis Hollister and
                                         David Markowski as members of Dignyte’s Board; (iii) accepting the resignation
                                         of Andreas A McRobbie-Johnson, Dignyte’s sole director and of Andreas A McRobbie-Johnson
                                         and Donna S. Moore from all of their respective positions with Dignyte, and (iv) appointing
                                         Darwin Fogt as President, Chief Executive Officer, David Markowski as Chief Financial
                                         Officer, Secretary and Treasurer, Curtis Hollister as CTO and Douglas MacLellan as Chairman
                                         of the Board and assistant Secretary of Dignyte to be effective at the Closing.



 


 






    	12



    	 



    

 






		(i)	A
                                         statement from Dignyte’s transfer agent regarding the number of issued and outstanding
                                         shares of common stock immediately before the Closing;



 


		(j)	The
                                         written resignation of the following persons from Dignyte on the Closing Date:



 


		i.	Andreas
                                         A McRobbie-Johnson, as Dignyte’s sole director and from each of his positions as
                                         CEO and President; and,



 


		ii.	Donna
                                         S. Moore as CFO and Chief Accounting Officer.



 


		7.	Conditions
                                         to Obligations of Dignyte



 


Dignyte’s
obligation to complete the transaction contemplated herein will be subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by the Dignyte, as appropriate:


 


		(a)	The
                                         representations and warranties of the Shareholders and eWellness set forth herein will
                                         be true and correct at the Closing as though made at and as of that date, except as affected
                                         by the transactions contemplated hereby.



 


		(b)	The
                                         Shareholders and eWellness will have performed all covenants required by this Agreement
                                         to be performed by them on or before the Closing.



 


		(c)	This
                                         Agreement will have been approved by the Board of Directors of eWellness.



 


		(d)	eWellness
                                         and/or the Shareholders will have delivered to Dignyte the documents set forth below
                                         in form and substance reasonably satisfactory to counsel for Dignyte, to the effect that:



 


		(i)	eWellness
                                         is a corporation duly organized, validly existing, and in good standing;



 


		(ii)	eWellness’s
                                         authorized capital stock is owned as set forth herein and in Exhibit A;
                                         and



 


		(iii)	Certified
                                         copies of the resolutions of the board of directors of eWellness authorizing the execution
                                         of this Agreement and the consummation hereof; and



 


		(iv)	Any
                                         further document as may be reasonably requested by counsel to Dignyte in order to substantiate
                                         any of the representations or warranties of the Shareholders and eWellness set forth
                                         herein.



 


		(v)	A
                                         certificate executed by an officer of eWellness, certifying the satisfaction of the conditions
                                         specified in Sections 7(a) and (b) relating to eWellness.



 


			(v)
                                         each of this Agreement and any related agreement to which eWellness and the Shareholder
                                         is a party, duly executed.



 




    	13



    	 



    


  


		(e)	There
                                         will have occurred no material adverse change in the business, operations or prospects
                                         of eWellness.



 


		(f)	Dignyte
                                         shall have received the consent of its legal counsel to proceed with the transaction
                                         pursuant to confirmation by such legal counsel of compliance by Dignyte with all rules
                                         and laws applicable to the proposed transaction, including, but not limited to Rule 419.



 


		(g)	There
                                         must not have been made or threatened by any Person any claim asserting that such Person
                                         (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of
                                         the Shares or any other stock, voting, equity, or ownership interest in, eWellness, or
                                         (b) is entitled to all or any portion of Dignyte Stock.



 


		(h)	Dignyte
                                         shall have received Proof of closing of the Financing.



 


		(i)	Dignyte
                                         shall have received Stockholders’ Approval.



 


 


		8.	Additional
                                         Covenants.



 


		(a)	Private
                                         Financing. Prior to the Closing, eWellness shall complete a private financing pursuant
                                         to which it shall receive aggregate gross proceeds of up to $1,200,000 as consideration
                                         for the issuance of at least $200,000 in convertible promissory notes, which are convertible
                                         into an aggregate of at least 400,000 shares of eWellness Common Stock (the “Financing”).



 


		(b)	Between
                                         the date of this Agreement and the Closing, the Shareholders, with respect to eWellness,
                                         eWellness with respect to itself and Dignyte, with respect to itself, will, and will
                                         cause their respective representatives to, (i) afford the other parties and their representatives
                                         access to their personnel, properties, contracts, books and records, and other documents
                                         and data, as reasonably requested by the other party; (ii) furnish the other parties
                                         and their representatives with copies of all such contracts, books and records, and other
                                         existing documents and data as they may reasonably request in connection with the transaction
                                         contemplated by this Agreement; and (iii) furnish the other parties and their representatives
                                         with such additional financial, operating, and other data and information as they may
                                         reasonably request. The Shareholders will cause eWellness to provide to Dignyte and Dignyte
                                         will provide to the Shareholders, complete copies of all material contracts and other
                                         relevant information on a timely basis in order to keep the other parties fully informed
                                         of the status of their respective businesses and operations.



 


		(c)	eWellness
                                         will deliver copies of its corporate books and records to Dignyte at Closing.



 




    	14



    	 



    





 


		(d)	Other
                                         than as set forth in Section 10 below, the parties agree that they will not make, and
                                         the Shareholders will not permit eWellness to make, any public announcements relating
                                         to this Agreement or the transactions contemplated herein without the prior written consent
                                         of the other parties, except as may be required upon the written advice of counsel to
                                         comply with applicable laws or regulatory requirements after consulting with the other
                                         parties hereto and seeking their consent to such announcement.



 


		(e)	Dignyte
                                         shall cause a meeting of its stockholders (the “Stockholders’ Meeting”)
                                         to be duly called and held as soon as reasonably practicable for the purpose of voting
                                         on the adoption and approval of, among others, this Agreement and the transactions contemplated
                                         thereby. Subject to its fiduciary duties, the Dignyte Board of Directors shall recommend
                                         to its stockholders that they vote in favor of the adoption of such matters. In connection
                                         with the Stockholders’ Meeting, Dignyte (a) will use commercially reasonable efforts
                                         to file with the SEC as promptly as practicable the Proxy Statement, which shall serve
                                         as a proxy statement pursuant to Section 14(a), Regulation 14A, and Schedule 14A under
                                         the Exchange Act and all other proxy materials for such meeting, (b) upon receipt of
                                         approval from the SEC, will mail to its stockholders the Proxy Statement and other proxy
                                         materials, (c) will use commercially reasonable efforts to obtain the necessary approvals
                                         by its stockholders of this Agreement and the transactions contemplated hereby (the
                                         “Stockholder Approval”), and (d) will otherwise comply with all legal
                                         requirements applicable to the Stockholders’ Meeting.



 


		(f)	Between
                                         the date of this Agreement and the Closing Date, eWellness will permit Dignyte and its
                                         representatives reasonable access to all of the books and records of eWellness reasonably
                                         necessary for the preparation and amendment of the Proxy Statement and such other filings
                                         or submissions in accordance with the Commission rules and regulations as are necessary
                                         to consummate the transactions contemplated by this Agreement and as are necessary to
                                         respond to requests of the Commission’s staff.



 


		(g)	Cooperation;
                                         Consents. Prior to the Closing, each party shall cooperate with the other parties
                                         and shall (i) in a timely manner make all necessary filings with, and conduct negotiations
                                         with, all authorities and other Persons the consent or approval of which, or the license
                                         or permit from which is required for the consummation of the transactions contemplated
                                         hereby and (ii) provide to each other party such information as the other party may reasonably
                                         request in order to enable it to prepare such filings and to conduct such negotiations.



 


		9.	Expenses.



 


Except
as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement,
including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement,
the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this
Agreement by another party.


 




    	15



    	 



    

  


		10.	Public
                                         Announcements.



 


Dignyte
shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release
disclosing the transactions contemplated hereby. Dignyte shall also file with the Commission a Form 8-K describing the material
terms of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four
(4) business days following the Closing Date. Prior to the Closing Date, Dignyte and eWellness shall consult with each other in
issuing the Form 8-K, the press release and any other press releases or otherwise making public statements or filings and other
communications with the Commission or any regulatory agency or stock market or trading facility with respect to the transactions
contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, filings
or other communications without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall
provide the other party with prior notice of no less than three (3) calendar days, of such public statement, filing or other communication
and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party.


 


		11.	Confidentiality.



 


(a)Dignyte,
eWellness and the Shareholders will maintain in confidence, and will cause their respective directors, officers, employees, agents,
and advisors to maintain in confidence, any written, oral, or other information obtained in confidence from another party in connection
with this Agreement or the transactions contemplated by this Agreement, unless (x) such information is already known to such party
or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party,
(y) the use of such information is necessary or appropriate in obtaining any consent or approval required for the consummation
of the transactions contemplated by this Agreement, or (z) the furnishing or use of such information is required by or necessary
or appropriate in connection with legal proceedings.


 


(b)In
the event that any party is required to disclose any information of another party pursuant to clause (y) or (z) of Section 11(a),
the party requested or required to make the disclosure (the “disclosing party”) shall provide the party that
provided such information (the “providing party”) with prompt notice of any such requirement so that the providing
party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 11(b).
If, in the absence of a protective order or other remedy or the receipt of a waiver by the providing party, the disclosing party
is nonetheless, in the opinion of counsel, legally compelled to disclose the information of the providing party, the disclosing
party may, without liability hereunder, disclose only that portion of the providing party’s information which such counsel
advises is legally required to be disclosed, provided that the disclosing party exercises its reasonable efforts to preserve the
confidentiality of the providing party’s information, including, without limitation, by cooperating with the providing party
to obtain an appropriate protective order or other relief assurance that confidential treatment will be accorded the providing
party’s information.


 


(c)If
the transactions contemplated by this Agreement are not consummated, each party will return or destroy all of such written information
each party has regarding the other party.


 




    	16



    	 



    


 


		12.	Termination.



 


a.This
Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:


 


		i.	mutual
                                         agreement of Dignyte and eWellness;



 


		ii.	Dignyte,
                                         if there has been a material breach by eWellness or any of the Shareholders of any material
                                         representation, warranty, covenant or agreement set forth in this Agreement on the part
                                         of eWellness or the Shareholders that is not cured, to the reasonable satisfaction of
                                         Dignyte, within ten business days after notice of such breach is given by Dignyte;



 


		iii.	eWellness,
                                         if there has been a material breach by Dignyte of any material representation, warranty,
                                         covenant or agreement set forth in this Agreement on the part of Dignyte that is not
                                         cured by the breaching party, to the reasonable satisfaction of Dignyte, within ten business
                                         days after notice of such breach is given by Dignyte;



 


		iv.	Dignyte
                                         or eWellness, if the entire Transaction, is not closed by July 1, 2014, unless the parties
                                         hereto agree to extend such date in writing;



 


		v.	Dignyte
                                         or eWellness if any permanent injunction or other order of a governmental entity of competent
                                         authority preventing the consummation of the Transaction contemplated by this Agreement
                                         has become final and non-appealable.



 


b.Effect
of Termination. In the event of the termination of this Agreement as provided in Section 12, this Agreement will be of no
further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any
breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.


 


		13.	Expenses.



 


Whether
or not the Closing is consummated, each of the parties will pay all of his, her, or its own legal and accounting fees and other
expenses incurred in the preparation of this Agreement and the performance of the terms and provisions of this Agreement.


 


		14.	Survival
                                         of Representations and Warranties.



 


The
representations and warranties of the Shareholders and Dignyte set out in this Agreement will survive Closing for a period twelve
months.


 


		15.	Waiver.



 


Any
failure on the part of the parties hereto to comply with any of their obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.


 




    	17



    	 



    





 


		16.	Brokers.



 


Each
party agrees to indemnify and hold harmless the other parties against any fee, loss, or expense arising out of claims by brokers
or finders employed or alleged to have been employed by the indemnifying party.


 


		17.	Notices.



 


All
notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered in
person or sent by prepaid first-class certified mail, return receipt requested, or recognized commercial courier service, as follows:


 


If
to Dignyte, to:


Laura
Anthony, Esq.


Legal
& Compliance, LLC


330
Clematis Street, Suite 217


West
Palm Beach, FL 33401


(561)
514-0936


 


If
to the Shareholders or eWellness to:


eWellness
Corporation


c/o
Hunter Taubman Weiss LLP


130
West 42 Street, Floor 10


New
York, NY 10036


Attn:
Louis Taubman


212-732-7184


 


		18.	Definitions.



 


Unless
the context otherwise requires, the terms defined in this Section 18 will have the meanings herein specified for all purposes
of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.


 


		a.	“Accredited
                                         Investor” has the meaning set forth in Regulation D under the Securities Act
                                         and set forth on Exhibit B.



		b.	“Affiliate”
                                         shall mean, with respect to any Person, any other Person that (a) directly or indirectly,
                                         whether through one or more intermediaries or otherwise, controls or is controlled by
                                         or is under common control with such Person. For purposes of this definition, “control”
                                         (including with correlative meanings “controlled by” and “under common
                                         control with”) of a Person means the power, direct or indirect, to direct or cause
                                         the direction of the management and policies of such Person, whether through ownership
                                         of voting securities, by contract or otherwise. For the purposes of this definition,
                                         a Person shall be deemed to control any of his or her immediate family members.



		c.	“Code”
                                         means the Internal Revenue Code of 1986, as amended.



		d.	“Commission”
                                         means the Securities and Exchange Commission or any other federal agency then administering
                                         the Securities Act and the Exchange Act.



		e.	“Exhibits”
                                         means the several exhibits referred to and identified in this Agreement.



		f.	“FINRA”
                                         means the Financial Industry Regulatory Authority.



 




    	18



    	 



    





 


		g.	“GAAP”
                                         means, with respect to any Person, United States generally accepted accounting principles
                                         applied on a consistent basis with such Person’s past practices.



		h.	“Governmental
                                         Authority” means any federal or national, state or provincial, municipal or
                                         local government, governmental authority, regulatory or administrative agency, governmental
                                         commission, department, board, bureau, agency or instrumentality, political subdivision,
                                         commission, court, tribunal, official, arbitrator or arbitral body, in each case whether
                                         U.S. or non-U.S.



		i.	“Laws”
                                         means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial,
                                         local, municipal, international, multinational or other law (including common law), constitution,
                                         statute, code, ordinance, rule, regulation or treaty applicable to such Person.



		j.	“Lien”
                                         means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind,
                                         including, without limitation, any conditional sale or other title retention agreement,
                                         any lease in the nature thereof and the filing of or agreement to give any financing
                                         statement under the Uniform Commercial Code of any jurisdiction and including any lien
                                         or charge arising by Law.



		k.	“Material
                                         Adverse Effect” means any event, change or effect that is materially adverse
                                         to the condition (financial or otherwise), properties, assets, liabilities, business,
                                         operations or results of operations of a party to this Agreement, taken as a whole.



		l.	“Order”
                                         means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict
                                         entered, issued, made, or rendered by any Governmental Authority.



		m.	“Organizational
                                         Documents” means (a) the articles or certificate of incorporation and the by-laws
                                         or code of regulations of a corporation; (b) the partnership agreement and any statement
                                         of partnership of a general partnership; (c) the limited partnership agreement and the
                                         certificate of limited partnership of a limited partnership; (d) the articles or certificate
                                         of formation and operating agreement of a limited liability company; (e) any other document
                                         performing a similar function to the documents specified in clauses (a), (b), (c) and
                                         (d) adopted or filed in connection with the creation, formation or organization of a
                                         Person; and (f) any and all amendments to any of the foregoing.



		n.	“Person”
                                         means all natural persons, corporations, business trusts, associations, companies, partnerships,
                                         limited liability companies, joint ventures and other entities, governments, agencies
                                         and political subdivisions.



		o.	“Proceeding”
                                         means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether
                                         civil, criminal, administrative or investigative) commenced, brought, conducted, or heard
                                         by or before, or otherwise involving, any Governmental Authority.



		p.	“Regulation
                                         S” means Regulation S under the Securities Act, as the same may be amended
                                         from time to time, or any successor statute.



		q.	“Securities
                                         Act” means the Securities Act of 1933, as amended, or any similar federal statute,
                                         and the rules and regulations of the Commission thereunder, all as the same will be in
                                         effect at the time.



		r.	“Taxes”
                                         means all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties
                                         and other assessments, as applicable, including, but not limited to, any income, alternative
                                         minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions,
                                         intangibles, ad valorem, value-added, franchise, registration, title, license, capital,
                                         paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance,
                                         stamp, occupation, premium, real property, recording, personal property, federal highway
                                         use, commercial rent, environmental (including, but not limited to, taxes under Section
                                         59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee
                                         or other like assessment or charge of any kind whatsoever, together with any interest,
                                         penalties or additions to tax with respect to any of the foregoing; and “Tax”
                                         means any of the foregoing Taxes.



		s.	“U.S.”
                                         means the United States of America.



		t.	“U.S.
                                         Person” has the meaning set forth in Regulation S under the Securities Act
                                         and set forth on Exhibit C hereto.



 




    	19



    	 



    





 


19.Signature.
By signing the Signature Pages attached hereto, each of Dignyte, eWellness and the Shareholders agree that they have reviewed
and agree with the information set forth in the Capitalization Table.


 


		20.	General
                                         Provisions.



 


		(a)	This
                                         Agreement will be governed by and under the laws of the State of Nevada, USA without
                                         giving effect to conflicts of law principles. If any provision hereof is found invalid
                                         or unenforceable, that part will be amended to achieve as nearly as possible the same
                                         effect as the original provision and the remainder of this Agreement will remain in full
                                         force and effect.



 


		(b)	Any
                                         dispute arising under or in any way related to this Agreement will be submitted to binding
                                         arbitration before a single arbitrator by the American Arbitration Association in accordance
                                         with the Association’s commercial rules then in effect. The arbitration will be
                                         conducted in Las Vegas, Nevada. The decision of the arbitrator will set forth in reasonable
                                         detail the basis for the decision and will be binding on the parties. The arbitration
                                         award may be confirmed by any court of competent jurisdiction.



 


		(c)	In
                                         any adverse action, the parties will restrict themselves to claims for compensatory damages
                                         and/or securities issued or to be issued and no claims will be made by any party or affiliate
                                         for lost profits, punitive or multiple damages.



 


		(d)	This
                                         Agreement constitutes the entire agreement and final understanding of the parties with
                                         respect to the subject matter hereof and supersedes and terminates all prior and/or contemporaneous
                                         understandings and/or discussions between the parties, whether written or verbal, express
                                         or implied, relating in any way to the subject matter hereof. This Agreement may not
                                         be altered, amended, modified or otherwise changed in any way except by a written agreement,
                                         signed by both parties.






 


		(e)	No
                                         party may assign any of its rights under this Agreement without the prior consent of
                                         the other parties. Subject to the preceding sentence, this Agreement will apply to, be
                                         binding in all respects upon, and inure to the benefit of and be enforceable by the respective
                                         successors and permitted assigns of the parties. Other than as expressly stated herein,
                                         nothing expressed or referred to in this Agreement will be construed to give any Person
                                         other than the parties to this Agreement any legal or equitable right, remedy, or claim
                                         under or with respect to this Agreement or any provision of this Agreement. This Agreement
                                         and all of its provisions and conditions are for the sole and exclusive benefit of the
                                         parties to this Agreement and their successors and assigns



 


		(g)	The
                                         parties agree to take any further actions and to execute any further documents which
                                         may from time to time be necessary or appropriate to carry out the purposes of this Agreement.



 




    	20



    	 



    





 


		(h)	The
                                         headings of the Sections, paragraphs and subparagraphs of this Agreement are solely for
                                         convenience of reference and will not limit or otherwise affect the meaning of any of
                                         the terms or provisions of this Agreement. The references in this Agreement to Sections,
                                         unless otherwise indicated, are references to sections of this Agreement.



 


		(i)	This
                                         Agreement may be executed in counterparts, each one of which will constitute an original
                                         and all of which taken together will constitute one document. This Agreement may be executed
                                         by delivery of a signed signature page by fax to the other parties hereto and such fax
                                         execution and delivery will be valid in all respects and deemed to be an original thereof.



 


		(j)	The
                                         rights and remedies of the parties to this Agreement are cumulative and not alternative.
                                         Neither the failure nor any delay by any party in exercising any right, power, or privilege
                                         under this Agreement or the documents referred to in this Agreement will operate as a
                                         waiver of such right, power, or privilege, and no single or partial exercise of any such
                                         right, power, or privilege will preclude any other or further exercise of such right,
                                         power, or privilege or the exercise of any other right, power, or privilege. To the maximum
                                         extent permitted by applicable law, (a) no claim or right arising out of this Agreement
                                         or the documents referred to in this Agreement can be discharged by one party, in whole
                                         or in part, by a waiver or renunciation of the claim or right unless in writing signed
                                         by the other party; (b) no waiver that may be given by a party will be applicable except
                                         in the specific instance for which it is given; and (c) no notice to or demand on one
                                         party will be deemed to be a waiver of any obligation of such party or of the right of
                                         the party giving such notice or demand to take further action without notice or demand
                                         as provided in this Agreement or the documents referred to in this Agreement.



 


		(k)	The
                                         headings of Sections in this Agreement are provided for convenience only and will not
                                         affect its construction or interpretation. All references to “Section” or
                                         “Sections” refer to the corresponding Section or Sections of this Agreement.
                                         All words used in this Agreement will be construed to be of such gender or number as
                                         the circumstances require. Unless otherwise expressly provided, the word “including”
                                         does not limit the preceding words or terms.



 


SIGNATURE
PAGE FOLLOWS


 




    	21



    	 



    


 


	EXECUTED
    as of the date first written above by:	 
	 	 
	DIGNYTE,
    INC.	 
	 	 	 
	By:	/s/
    Andreas A. McRobbie-Johnson	 
	 	Andreas
    A. McRobbie-Johnson,	 
	 	as
    CEO	 
	 	 	 
	By:
    	/s/
    Andreas A. McRobbie-Johnson	 
	 	Andreas
    A. McRobbie-Johnson,	 
	 	in
    his personal capacity	 
	 	 	 
	eWellness
    Corporation	 
	 	 	 
	By:	/s/
    Douglas C. MacLellan	 
	 	 Mr.
    Douglas C. MacLellan, Chairman	 


 


Shareholder
signature page follows


 




    	22



    	 



    





COUNTERPART
SIGNATURE PAGE


 


IN WITNESS
WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.


 


	 	SHAREHOLDER:
    
	 	 	 
	 	By:	 
	 	Name:	 


 


Circle the category under which
you are an “accredited investor” pursuant to Exhibit B:


 


1          2        3        7        8


 


	PRINT
    EXACT NAME IN WHICH YOU WANT

    THE SECURITIES TO BE REGISTERED	 
	 	 
	Attn:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	Phone
    No.	 	 
	Facsimile No.
    	 	 


 




    	23



    	 



    


 


Exhibit
A


 


to


Share Exchange
Agreement


 


	Shareholder
    Name and Address	 	No.
    of eWellness Shares	 	 	No.
    of Dignyte Shares	 	 	% of Shares to be Issued	 
	 	 	 	 	 	 	 	 	 	 
	Darwin
    Fogt	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	2,000,000	 	 	 	2,000,000	 	 	 	14.7	%
	Evolution
    Physical Therapy	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	1,000,000	 	 	 	1,000,000	 	 	 	14.7	%
	Douglas
    MacLellan	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	3,000,000	 	 	 	3,000,000	 	 	 	29.4	%
	Curtis
    Hollister	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	1,650,000	 	 	 	1,650,000	 	 	 	16.2	%
	David
    Markowski	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	900,000	 	 	 	900,000	 	 	 	8.8	%
	JFS Investments:	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	450,000	 	 	 	450,000	 	 	 	4.4	%
	Douglas
                                         Cole
	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________	 	 	200,000	 	 	 	200,000	 	 	 	11.8	%
	Total	 	 	9,200,000	 	 	 	9,200,000	 	 	 	100.0	%



 




    	24



    	 



    


 


EXHIBIT
B


 


Definition
of “Accredited Investor”


 


The term
“accredited investor” means:


 


The term “accredited
investor” means:


 


	(1)	A
                                         bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association
                                         or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether
                                         acting in its individual or fiduciary capacity; a broker or dealer registered pursuant
                                         to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined
                                         in Section 2(13) of the Securities Act; an investment company registered under the Investment
                                         Company Act of 1940 (the “Investment Company Act”) or a business development
                                         company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business
                                         Investment Company licensed by the U.S. Small Business Administration under Section 301(c)
                                         or (d) of the Small Business Investment Act of 1958; a plan established and maintained
                                         by a state, its political subdivisions or any agency or instrumentality of a state or
                                         its political subdivisions for the benefit of its employees, if such plan has total assets
                                         in excess of US $5,000,000; an employee benefit plan within the meaning of the Employee
                                         Retirement Income Security Act of 1974 (“ERISA”), if the investment
                                         decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is
                                         either a bank, savings and loan association, insurance company, or registered investment
                                         advisor, or if the employee benefit plan has total assets in excess of US $5,000,000
                                         or, if a self-directed plan, with investment decisions made solely by persons that are
                                         accredited investors.
	 	 
	(2)	A
                                         private business development company as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940.
	 	 
	(3)	An
                                         organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
                                         Massachusetts or similar business trust, or partnership, not formed for the specific
                                         purpose of acquiring the securities offered, with total assets in excess of US $5,000,000.
	 	 
	(4)	A
                                         director or executive officer of Dignyte.
	 	 
	(5)	A
                                         natural person whose individual net worth, or joint net worth with that person’s
                                         spouse, at the time of his or her purchase exceeds US $1,000,000.
	 	 
	(6)	A
                                         natural person who had an individual income in excess of US $200,000 in each of the two
                                         most recent years or joint income with that person’s spouse in excess of US $300,000
                                         in each of those years and has a reasonable expectation of reaching the same income level
                                         in the current year.
	 	 
	(7)	A
                                         trust, with total assets in excess of US $5,000,000, not formed for the specific purpose
                                         of acquiring the securities offered, whose purchase is directed by a sophisticated person
                                         as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience
                                         in financial and business matters that he is capable of evaluating the merits and risks
                                         of the prospective investment).
	 	 
	(8)	An
                                         entity in which all of the equity owners are accredited investors. (If this alternative
                                         is checked, the Shareholder must identify each equity owner and provide statements signed
                                         by each demonstrating how each is qualified as an accredited investor.)



 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	25



    	 



    


 


EXHIBIT
C


 


Definition
of “U.S. Person”


 


	(1)	“U.S.
                                         person” (as defined in Regulation S) means:



 


	 	(i)	Any
    natural person resident in the United States;
	 	 	 
	 	(ii)	Any
    partnership or corporation organized or incorporated under the laws of the United States;
	 	 	 
	 	(iii)	Any
    estate of which any executor or administrator is a U.S. person;
	 	 	 
	 	(iv)	Any
    trust of which any trustee is a U.S. person;
	 	 	 
	 	(v)	Any
    agency or branch of a foreign entity located in the United States;
	 	 	 
	 	(vi)	Any
    non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
    or account of a U.S. person;
	 	 	 
	 	(vii)	Any
    discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
    or (if an individual) resident in the United States; and
	 	 	 
	 	(viii)	Any
    partnership or corporation if:  (A) organized or incorporated under the laws of any foreign jurisdiction; and (B)
    formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless
    it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons,
    estates or trusts.


 


	(2)	Notwithstanding
    paragraph (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or
    account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident
    in the United States shall not be deemed a “U.S. person.”
	 	 
	(3)	Notwithstanding
    paragraph (1), any estate of which any professional fiduciary acting as executor or administrator is a U.S. person shall not
    be deemed a U.S. person if:


 


	 	(i)	An
    executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to
    the assets of the estate; and
	 	 	 
	 	(ii)	The
    estate is governed by foreign law.


 


	(4)	Notwithstanding
    paragraph (1), any trust of which any professional fiduciary acting as trustee is a U.S. person shall not be deemed a U.S.
    person if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and
    no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.


 




    	26



    	 



    


 


	(5)	Notwithstanding
    paragraph (1), an employee benefit plan established and administered in accordance with the law of a country other than the
    United States and customary practices and documentation of such country shall not be deemed a U.S. person.
	 	 
	(6)	Notwithstanding
    paragraph (1), any agency or branch of a U.S. person located outside the United States shall not be deemed a “U.S.
    person” if:


 


	 	(i)	The
    agency or branch operates for valid business reasons; and
	 	 	 
	 	(ii)	The
    agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation,
    respectively, in the jurisdiction where located.


 


	(7)	The
    International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank,
    the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans,
    and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “U.S.
    persons.”


 




    	27



    	 



    


 


EXHIBIT
D


 


ACCREDITED
INVESTOR REPRESENTATIONS


 


The Shareholders further represent
and warrant to Dignyte as follows:


 


	1.	Each
    Shareholder qualifies as an Accredited Investor on the basis set forth on its signature page to this Agreement.
	 	 
	2.	Each
    Shareholder has sufficient knowledge and experience in finance, securities, investments and other business matters to be able
    to protect such Shareholder’s interests in connection with the transactions contemplated by this Agreement.
	 	 
	3.	Each
    Shareholder has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
    concerning its investment in Dignyte Stock.
	 	 
	4.	Each
    Shareholder understands the various risks of an investment in Dignyte Stock and can afford to bear such risks for an indefinite
    period of time, including, without limitation, the risk of losing its entire investment in Dignyte Stock.
	 	 
	5.	The
    Shareholder has had access to Dignyte’s publicly filed reports with the Commission.  Each Shareholder has
    been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding
    Dignyte that such person or entity has requested and all such public information is sufficient for such person or entity to
    evaluate the risks of investing in Dignyte Stock.
	 	 
	6.	Each
    Shareholder has been afforded the opportunity to ask questions of and receive answers concerning Dignyte and the terms and
    conditions of the issuance of Dignyte Stock.
	 	 
	7.	Each
    Shareholder is not relying on any representations and warranties concerning Dignyte made by Dignyte or any officer, employee
    or agent of Dignyte, other than those contained in this Agreement.
	 	 
	8.	Each
    Shareholder is acquiring Dignyte Stock for its own account, for investment and not for distribution or resale to others.
	 	 
	9.	Each
    Shareholder will not sell or otherwise transfer Dignyte Stock, unless either (a) the transfer of such securities is registered
    under the Securities Act or (b) an exemption from registration of such securities is available.
	 	 
	10.	Each
    Shareholder understands and acknowledges that Dignyte is under no obligation to register Dignyte Stock for sale under the
    Securities Act.
	 	 
	11.	Each
    Shareholder consents to the placement of a legend on any certificate or other document evidencing Dignyte Stock substantially
    in the form set forth in Section 4(l).
	 	 
	12.	Each
    Shareholder represents that the address furnished on its signature page to this Agreement is its principal business address.
	 	 
	13.	Each
    Shareholder understands and acknowledges that Dignyte Stock have not been recommended by any federal or state securities commission
    or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any
    information concerning Dignyte that has been supplied to such Shareholder and that any representation to the contrary is a
    criminal offense.
	 	 
	14.	Each
    Shareholder acknowledges that the representations, warranties and agreements made by such Shareholder herein shall survive
    the execution and delivery of this Agreement and the purchase of Dignyte Stock.


 




    	28



    	 



    


 


EXHIBIT
E


 


NON
U.S. PERSON REPRESENTATIONS


 


The Shareholder further represents
and warrants to Dignyte as follows:


 


	 	1	At
    the time of (a) the offer by Dignyte and (b) the acceptance of the offer by such person or entity, of Dignyte Stock, such
    person or entity was outside the United States.
	 	 	 
	 	2	No
    offer to acquire Dignyte Stock or otherwise to participate in the transactions contemplated by this Agreement was made to
    the Shareholder or its representatives inside the United States.
	 	 	 
	 	3	The
    Shareholder is not purchasing Dignyte Stock for the account or benefit of any U.S. person, or with a view towards distribution
    to any U.S. person, in violation of the registration requirements of the Securities Act.
	 	 	 
	 	4	The
    Shareholder will make all subsequent offers and sales of Dignyte Stock either (x) outside of the United States in compliance
    with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from
    registration under the Securities Act.  Specifically, such person or entity will not resell Dignyte Stock to any
    U.S. person or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the
    date that is one year thereafter (the “Distribution Compliance Period”), except pursuant to registration
    under the Securities Act or an exemption from registration under the Securities Act.
	 	 	 
	 	5	The
    Shareholder is acquiring Dignyte Stock for such Shareholder’s own account, for investment and not for distribution or
    resale to others.
	 	 	 
	 	6	The
    Shareholder has no present plan or intention to sell Dignyte Stock in the United States or to a U.S. person at any predetermined
    time, has made no predetermined arrangements to sell Dignyte Stock and is not acting as a Distributor of such securities.
	 	 	 
	 	7	Neither
    the Shareholder, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention
    of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with
    respect to Dignyte Stock at any time after the Closing Date through the Distribution Compliance Period except in compliance
    with the Securities Act
	 	 	 
	 	8	The
    Shareholder consents to the placement of a legend on any certificate or other document evidencing Dignyte Stock substantially
    in the form set forth in Section 4.2.5(b).
	 	 	 
	 	9	The
    Shareholder is not acquiring Dignyte Stock in a transaction (or an element of a series of transactions) that is part of any
    plan or scheme to evade the registration provisions of the Securities Act.



 






    	29



    	 



    

 


	 	10	The
    Shareholder has sufficient knowledge and experience in finance, securities, investments and other business matters to be able
    to protect its interests in connection with the transactions contemplated by this Agreement.
	 	 	 
	 	11	The
    Shareholder has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
    concerning its investment in Dignyte Stock.
	 	 	 
	 	12	The
    Shareholder understands the various risks of an investment in Dignyte Stock and can afford to bear such risks for an indefinite
    period of time, including, without limitation, the risk of losing its entire investment in Dignyte Stock.
	 	 	 
	 	13	The
    Shareholder has had access to Dignyte’s publicly filed reports with the Commission. 
	 	 	 
	 	14	The
    Shareholder has been furnished during the course of the transactions contemplated by this Agreement with all other public
    information regarding Dignyte that such person or entity has requested and all such public information is sufficient for it
    to evaluate the risks of investing in Dignyte Stock.
	 	 	 
	 	15	The
    Shareholder has been afforded the opportunity to ask questions of and receive answers concerning Dignyte and the terms and
    conditions of the issuance of Dignyte Stock.
	 	 	 
	 	16	The
    Shareholder is not relying on any representations and warranties concerning Dignyte made by Dignyte or any officer, employee
    or agent of Dignyte, other than those contained in this Agreement.
	 	 	 
	 	17	The
    Shareholder will not sell or otherwise transfer Dignyte Stock, unless either (A) the transfer of such securities is registered
    under the Securities Act or (B) an exemption from registration of such securities is available.
	 	 	 
	 	18	The
    Shareholder understands and acknowledges that Dignyte is under no obligation to register Dignyte Stock for sale under the
    Securities Act.
	 	 	 
	 	19	The
    Shareholder represents that the address furnished on its signature page to this Agreement is its principal business address.
	 	 	 
	 	20	The
    Shareholder understands and acknowledges that Dignyte Stock have not been recommended by any federal or state securities commission
    or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any
    information concerning Dignyte that has been supplied to the Shareholder and that any representation to the contrary is a
    criminal offense.
	 	 	 
	 	21	The
    Shareholder acknowledges that the representations, warranties and agreements made by such person or entity herein shall survive
    the execution and delivery of this Agreement and the purchase of Dignyte Stock.


 




    	30



    	 



    


 


Schedule
3(c)


to


Share Exchange
Agreement


 


Subscription
Rights, Options and Warrants


 


NONE


 




    	31



    	 



    


 


Schedule
1(b)


to


Share Exchange
Agreement


 


Capitalization
Table


 





 




    	32



    	 



    


 


Schedule
4(c)


to


Share Exchange
Agreement


 


Subscription
Rights, Options and Warrants


 


On March 31, 2014, eWellness completed
a private offering, pursuant to which it received $30,000 in gross proceeds and issued an aggregate of $30,000 convertible notes
and warrants to purchase up to 60,000 shares of eWellness’ common stock. The convertible notes are initially convertible
into an aggregate of 60,000 shares of eWellness’ common stock.


 






    	33