EXHIBIT 10.1






 


AMENDED
AND RESTATED


SHARE
EXCHANGE


 


This
Amended and Restated Share Exchange Agreement (the “Agreement”), is dated as of April 30, 2014, among eWellness Healthcare
Corporation (f/k/a 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.
WHEREAS, Dignyte, eWellness and the Shareholders have heretofore entered into a Share Exchange Agreement duly executed as of April
11, 2014 (the “Initial Agreement”), establishing and providing for, among other things, the share exchange between
the parties.


 


B.
Under the Initial Agreement, Dignyte was required to conduct the transactions contemplated thereunder in compliance with Rule
419 (“Rule 419”) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”);
however, since the transaction was not completed within the requisite time frame of Rule 419, Dignyte is no longer permitted to
conduct a 419 transaction and therefore is no longer required to comply with Rule 419 (the “419 Transaction”);


 


C.
To accomplish the goals originally contemplated upon entering into the Initial Agreement, the parties have agreed that Dignyte:
(i) shall file a registration statement on Form 8-A (“Form 8A”) to register its common stock pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended, (ii) will terminate the 419 Transaction and attempt to convert it into a private
offering of the number of shares subscribed for in the 419 Transaction to the same purchasers who participated in the 419 Transaction
(the “Dignyte Converted Offering”) and (iii) file a Registration Statement on Form S-1 to register for resale the
shares of common stock included in the Dignyte Converted Offering and sold pursuant to the Financing, as hereinafter defined (the
“Combined Registration Statement”).


 


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


 


E.
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.


 


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


 


G.
Digntye, eWellness and the Shareholders desire to amend and restate the Initial Agreement to read in its entirety as set forth
herein (the “Agreement”).


 


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


 




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		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. “Surviving Company” refers to
    the combined entity following the Closing. 
	 	 	 
	 	(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.


 




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		2.	Closing.



 


	 	(a)	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.
	 	 	 
	 	(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 of a Form 8A; (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.


 




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	 	(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.
	 	 	 
	 	(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.
	 	 	 
	 	(f)	The
    authorized capital stock of Dignyte consists of 100,000,000 shares of common stock, $0.001 par value per share, of which,
    11,000,000 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.
	 	 	 
	 	(g)	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. 


 




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	 	(b)	Dignyte
    has no subsidiaries.
	 	 	 
	 	(e)	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. 
	 	 	 
	 	(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.


 




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	 	(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 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.
	 	 	 
	 	(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.
	 	 	 
	 	(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.


 




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	 	(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.
	 	 	 
	 	(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.
	 	 	 
	 	(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, 9,200,000 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.


 




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	 	(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.
	 	 	 
	 	(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.


 




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	 	(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.
	 	 	 
	 	(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.


 




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	 	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.


 


	 	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.


 




    	10



    	 



    

 


 


	 	(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.


 


	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)	Intentionally
    Left Blank.
	 	 	 
	 	(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.


 




    	11



    	 



    

  


	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)	Dignyte
    shall have received consent from at least 85% of the participants of the 419 Transaction to instead participate and invest
    in the Dignyte Converted Offering, which consent shall also include such participants acknowledgement and agreement to the
    Dignyte Lock Up.
	 	 	 
	 	(d)	This
    Agreement will have been approved by the Board of Directors of Dignyte.
	 	 	 
	 	(e)	Dignyte
    will have delivered to the Shareholders and eWellness the documents set forth below in form and substance reasonably satisfactory
    to counsel for eWellness and 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; 
	 	 	 
	 	iv.	A
    certificate executed by an officer of Dignyte, certifying the satisfaction of the conditions specified in Sections 6(a), (b)
    and (c) relating to Dignyte; 
	 	 	 
	 	v.	A
    Secretary’s Certificate, dated the Closing Date certifying attached copies of (A) the Organizational Documents of Dignyte,
    as amended to reflect the Name Change, as hereinafter defined (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; and, 
	 	 	 
	 	vii.	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


 




    	12



    	 



    

  


	 	(f)	There
    will have occurred no material adverse change in the business, operations or prospects of Heritage.
	 	 	 
	 	(g)	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.
	 	 	 
	 	(h)	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.
	 	 	 
	 	(i)	A
    statement from Dignyte’s transfer agent regarding the number of issued and outstanding shares of common stock immediately
    before the Closing.
	 	 	 
	 	(j)	Dignyte
    shall have filed the Form 8A. 
	 	 	 
	 	(k)	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.


 




    	13



    	 



    

  


	 	(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; 
	 	 	 
	 	(iv)	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)	Copies
    of the Lock Up Agreement from each of eWellness’ Affiliates; 
	 	 	 
	 	(vi)	each
    of this Agreement and any related agreement to which eWellness and the Shareholder is a party, duly executed; and, 
	 	 	 
	 	(vii)	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


  


	 	(e)	There
    will have occurred no material adverse change in the business, operations or prospects of eWellness.
	 	 	 
	 	(f)	Dignyte
    shall have filed the Form 8A.
	 	 	 
	 	(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)	Intentionally
    Left Blank.


 


	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 $100,000 in convertible promissory notes,
    which are convertible into an aggregate of at least 200,000 shares of eWellness Common Stock (the “Financing”).



 

			





    	14



    	 



    

  


	 	(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.
	 	 	 
	 	(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)
    	Intentionally
    Left Blank.
	 	 	 
	 	(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.
	 	 	 
	 	(h)	Name
    Change. Prior to the Closing, Dignyte shall have taken all steps necessary, including shareholder approval, to amend its articles
    of incorporation to change its corporate name to eWellness Healthcare Corporation (the “Name Change”).


 




    	15



    	 



    

  


	 	(i)	Lock
    Up Agreements. 



 




	 	i.	eWellness
    hereby covenants and agrees that it shall require each of its Affiliates to enter into a Lock Up Agreement in the form attached
    hereto as Exhibit F. 
	 	 	 
	 	ii.	Dignyte
    hereby covenants and agrees that it shall require each participant of the Dignyte Converted Offering to agree to the Dignyte
    Lock Up in writing, whether through a Lock Up Agreement in a form substantially similar to the one attached hereto as Exhibit
    F or as a term included in such participant’s consent to participate in the Dignyte Converted Offering that is reasonably
    satisfactory to eWellness. 


 


	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.


 


	10.	Public
                                         Announcements and Filings.



 


(a)
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.


 


(b)
The Surviving Company shall, not later than 90 days following the date of this Agreement, prepare and file with the Commission
a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to
be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form
in accordance herewith).


 


	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.


 




    	16



    	 



    

  


(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.


 


	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 eWellness,
    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.


 




    	17



    	 



    

  


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.


 


	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



    	 



    

  


	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.	“Convertible
    Securities” refers to any securities of eWellness or Dignyte which would entitle the holder thereof to acquire at
    any time shares of either entity’s common stock, including, without limitation, any debt, preferred stock, right, option,
    warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
    the holder thereof to receive, such common stock. 
	 	 	 
	 	f.	“Digntye
    Lock Up” refers to the participants, their assignees or nominees, in the Dignyte Converted Offering agreement not
    to sell, transfer, hypothecate or otherwise assign (collectively, “Transfer”) 50% of the equity securities such
    participant(s) received in the Dignyte Converted Offering until April 25, 2015, or such earlier time as the Surviving Company
    may, in its sole discretion, determine. 
	 	 	 
	 	g.	“Exhibits”
    means the several exhibits referred to and identified in this Agreement.
	 	 	 
	 	h.	“FINRA”
    means the Financial Industry Regulatory Authority.


 




    	19



    	 



    

  


	 	i.	“GAAP”
    means, with respect to any Person, United States generally accepted accounting principles applied on a consistent basis with
    such Person’s past practices.
	 	 	 
	 	j.	“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.
	 	 	 
	 	k.	“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.
	 	 	 
	 	l.	“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.
	 	 	 
	 	m.	“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.
	 	 	 
	 	n.	“Order”
    means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by
    any Governmental Authority.
	 	 	 
	 	o.	“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.
	 	 	 
	 	p.	“Person”
    means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies,
    joint ventures and other entities, governments, agencies and political subdivisions.
	 	 	 
	 	q.	“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.
	 	 	 
	 	r.	“Registrable
    Securities” means all of the shares of common stock issued pursuant to the Financing and the Dignyte Converted Offering,
    including the shares of common stock underlying any Convertible Securities issued pursuant thereto. 
	 	 	 
	 	s.	“Regulation
    S” means Regulation S under the Securities Act, as the same may be amended from time to time, or any successor statute.
    
	 	 	 
	 	t.	“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.
	 	 	 
	 	u.	“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.


 




    	20



    	 



    

  


	 	v.	“U.S.”
    means the United States of America.
	 	 	 
	 	w.	“U.S.
    Person” has the meaning set forth in Regulation S under the Securities Act and set forth on Exhibit C
    hereto. 


 


	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


 




    	21



    	 



    

  


	 	(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. 
	 	 	 
	 	(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


 




    	22



    	 



    

 


EXECUTED
as of the date first written above by:




 


	eWellness
    Healthcare Corporation 	 
	(f/k/a
    DIGNYTE, INC.)	 
	 	 	 
	By:
    	 	 
	 	Andreas
    A. McRobbie-Johnson,	 
	 	as
    CEO	 
	 	 	 
	By:
    	 	 
	 	Andreas
    A. McRobbie-Johnson,	 
	 	in
    his personal capacity	 
	 	 	 
	eWellness
    Corporation	 
	 	 	 
	By
    	 	 
	 	Mr.
    Douglas C. MacLellan, Chairman	 



  


Shareholder
signature page follows  



 




    	23



    	 



    

 


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. 	 	 


 




    	24



    	 



    

 


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	 	 	 	21.74	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Evolution Physical Therapy	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	1,000,000	 	 	 	1,000,000	 	 	 	10.87	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Douglas MacLellan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	3,000,000	 	 	 	3,000,000	 	 	 	32.61	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Curtis Hollister	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	1,650,000	 	 	 	1,650,000	 	 	 	17.93	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	David Markowski	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	900,000	 	 	 	900,000	 	 	 	9.78	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JFS Investments	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	450,000	 	 	 	450,000	 	 	 	4.89	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Douglas Cole	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	200,000	 	 	 	200,000	 	 	 	2.17	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	9,200,000	 	 	 	9,200,000	 	 	 	100.0	%



 




    	25



    	 



    

 


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.



 






    	26



    	 



    

 


	(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]


 




    	27



    	 



    

 


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 settler if the trust is revocable) is a U.S. person.


 




    	28



    	 



    

  


	(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.”


 




    	29



    	 



    

 


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).


 




    	30



    	 



    

  


	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.	 


 




    	31



    	 



    

 


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.
	 	 	 
	 	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.


 




    	32



    	 



    

  


	 	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.


 




    	33



    	 



    

 


Exhibit
F


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP (the “Agreement”) is made between eWellness Corporation, a Nevada corporation (the “Company”),
and the undersigned listed on the Counterpart Signature Page hereof, sometimes referred to herein as the “Shareholder.”
For all purposes of this Agreement, “Shareholder” includes any “affiliate,” controlling person of Shareholder,
agent, representative or other person with whom Shareholder is acting in concert.


 


WHEREAS,
it is intended that the shares of common stock of the Company covered by this Agreement include all shares of common stock owned
by the Shareholder on the date hereof and through the Termination Date (as hereinafter defined); and


 


WHEREAS,
the execution and delivery of this Agreement was a closing condition to the Share Exchange Agreement between the Company, Dignyte,
Inc., a Nevada corporation (“Dignyte”), Andreas A. McRobbie-Johnson, and the persons listed on Exhibit A thereto (the
“SEA”);


 


WHEREAS,
all terms not otherwise defined herein, shall have the meanings set forth in the SEA;


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Except as otherwise expressly provided herein, and except as the Shareholder may be otherwise restricted from selling shares of
the Common Stock under applicable federal or state securities laws, rules and regulations and Securities and Exchange Commission
(the “SEC”) interpretations thereof, the Shareholder may only sell the Common Stock one year after the date of issuance
(such date being referred to as the “Termination Date”).


 


2.
Notwithstanding anything to the contrary set forth herein, the Company may, in its sole discretion and in good faith, at any time
and from time to time, waive any of the conditions or restrictions contained herein. Unless otherwise agreed, all such waivers
shall be pro rata, as to all of the Shareholders of the Company who have executed a Lock-Up Agreement in connection with the closing
of the SEA. Notwithstanding, the Company may allow any Shareholder the right to sell or transfer the Common Stock in any private
transaction, subject to receipt of an opinion of legal counsel for the Company of the availability of an exemption of the registration
of such sale or transfer under the Securities Act of 1933, as amended (the “Securities Act”) and the General Rules
and Regulations of the SEC promulgated thereunder; and subject to any transferee’s execution and delivery of a copy of this
Agreement.


 


3.
In the event of: (a) a completed tender offer to purchase all or substantially all of the Company’s issued and outstanding
securities; or (b) a merger, consolidation or other reorganization of the Company with or into an unaffiliated entity that results
in a change of control of the Company (excluding the Exchange Agreement referenced herein), then this Agreement shall terminate
as of the closing of such event, and the Common Stock restrictions on the resale of the Common Stock pursuant hereto shall terminate.


 




    	34



    	 



    

  


4.
Except as otherwise provided in this Agreement, the Shareholder shall be entitled to all beneficial rights of ownership of the
Common Stock, including the right to vote the Common Stock for any and all purposes.


 


5.
The number of shares of Common Stock included in any allotment that can be sold by the Shareholder hereunder shall be appropriately
adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify
its shares of Common Stock.


 


6.
This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the
same document.


 


7.
All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given
in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this
Agreement, to the Company, at its address set forth on its most recent filing with the SEC in the SEC’s Edgar Archives,
and to the Shareholder, at the address on the Counterpart Signature Page hereof. All notices shall be deemed to be given on the
same day if delivered by hand or on the following business day if sent by overnight delivery or the second business day following
the date of mailing.


 


8.
The resale restrictions on the Common Stock set forth in this Agreement shall be in addition to all other restrictions on transfer
imposed by applicable United States and state securities laws, rules and regulations.


 


9.
The Company or the Shareholder who fails to fully adhere to the terms and conditions of this Agreement shall be liable to every
other party for any damages suffered by any party by reason of any such breach of the terms and conditions hereof. The Shareholder
agrees that in the event of a breach of any of the terms and conditions of this Agreement by the Shareholder, that in addition
to all other remedies that may be available in law or in equity to the non-defaulting parties, a preliminary and permanent injunction,
without bond or surety, and an order of a court requiring such Shareholder to cease and desist from violating the terms and conditions
of this Agreement and specifically requiring the Shareholder to perform his/her/its obligations hereunder is fair and reasonable
by reason of the inability of the parties to this Agreement to presently determine the type, extent or amount of damages that
the Company or any non-defaulting Shareholder may suffer as a result of any breach or continuation thereof.


 


10.
This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not
be amended except by a written instrument executed by the parties hereto and approved by a majority of the members of the Board
of Directors of the Company.


 


11.
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts entered
into and to be performed wholly within said State; and the Company and the Shareholder agree that any action based upon this Agreement
may be brought in the United States federal and state courts situated in Nevada only, and that each shall submit to the jurisdiction
of such courts for all purposes hereunder.


 


12.
In the event of default hereunder, the non-defaulting parties shall be entitled to recover reasonable attorney’s fees incurred
in the enforcement of this Agreement.


 




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13.
A legend referencing this Agreement shall be imprinted on any stock certificate or successor stock certificate until the Termination
Date.


 


IN
WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.


 


	 	 	 	eWellness
    Corporation
	 	 	 	 	 
	Date:		 	By	 


 


[Shareholder
Signature Page Follows]


 




    	36



    	 



    

  


LOCK-UP
AGREEMENT


COUNTERPART
SIGNATURE PAGE


 


This
Counterpart Signature Page for that certain Lock-Up Agreement (the “Agreement”) effective as of the latest signature
date hereof, among eWellness Corporation, a Nevada corporation (the “Company”); and the undersigned, by which the
undersigned, through execution and delivery of this Counterpart Signature Page, intends to be legally bound by the terms of the
Agreement, respecting the number of shares of the Company set forth below and represented by the stock certificate described below
(or any successor stock certificate).


 


	 	 
	 	(Name)
	 	 
	 	 
	 	(Street
    Address)
	 	 
	 	 
	 	(City
    and State)
	 	 
	 	 
	 	(Date)
	 	 
	 	 
	 	(Signature)     (Representative
    Capacity, if Applicable)


 




    	37



    	 



    

  


Schedule
3(c)


to


Share
Exchange Agreement


 


Subscription
Rights, Options and Warrants


 


As
provided for in Dignyte’s Private Offering Memorandum dated April 25, 2014 (the “Memorandum”), Dignyte shareholders
who purchased common stock in its offering of common stock pursuant to its Registration Statement declared effective on September
14, 2012 (the “Rule 149 Offering”) are entitled to participate in Dignyte’s offering of 1,000,000 shares of
its common stock at a price of $0.10 per share for a total offering amount of $100,000 (the “Offering”). The purchase
price will be paid as follows: $.09 per share in cash from the trust account established by the Corporation in connection with
the Rule 419 Offering and $0.01 per share which investors previously paid to the Corporation in connection with the Rule 419 Offering.


 


Schedule
3(f)


to


Share
Exchange Agreement


 


Assets
and Liabilities


 


Assets
and capital contributions to Dignyte at time of Closing will include the proceeds from the Offering as described in the Memorandum
to the extent such amounts are not already reflected on Dignyte’s balance sheet for the year ended December 31, 2014.


 


Schedule
3(r)


to


Share
Exchange Agreement


 


No
Brokers or Finders


 


None.


 


Schedule
3(s)


to


Share
Exchange Agreement


 


Changes


 


None.


 




    	38



    	 



    

  


Schedule
3(t)


to


Share
Exchange Agreement


 


Interested
Party Transactions


 


Certain
related parties of Dignyte have an interest in the Offering.


 


Schedule
3(v)


to


Share
Exchange Agreement


 


Bank
Accounts and Safe Deposit Boxes


 


[To
be provided outside of closing.]


 


Schedule
3(aa)


to


Share
Exchange Agreement


 


Certain
Registration Matters


 


Dignyte
has agreed to file a registration statement covering its common stock included in the Offering no later than 90 days after completion
of the Offering. In addition, investors in the Offering will be required to enter into a lock-up agreement covering 50% of shares
acquired in the Offering which restricts their right for a period of one year from the date such shares are acquired to sell,
pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in
the disposition by the investor at any time in the future of) such shares.


 




    	39



    	 



    

 


Schedule
1(b)


to


Share
Exchange Agreement


 


Capitalization
Table


  


  



    	40



    	 



    








Schedule
4(c)


to


Share
Exchange Agreement


 


Subscription
Rights, Options and Warrants


 


Between
March 31, 2014 and April 30, 2014, eWellness completed a private offering, pursuant to which it received $130,000 in gross proceeds
and issued an aggregate of $130,000 convertible notes and warrants to purchase up to 260,000 shares of eWellness’ common
stock. The convertible notes are initially convertible into an aggregate of 260,000 shares of eWellness’ common stock.


 




    	41