eWEllness
healthcare corporation


 


2015
STOCK OPTION PLAN


 


SECTION
1. PURPOSE


 


The
purposes of this Stock Option Plan (the “Plan”) are to encourage selected employees, officers, directors and consultants
of eWellness Healthcare Corporation (together with any successor thereto, the “Company”) and its Affiliates (as defined
below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute
to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders,
and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom,
in large measure, the sustained progress, growth and profitability of the Company depend.


 


SECTION
2. DEFINITIONS


 


As
used in the Plan, the following terms shall have the meanings set forth below:


 


(a)
“Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company
and (ii) any entity in which the Company has a significant equity interest, as determined by the Board of Directors (the “Board”)
or the Committee.


 


(b)
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award,
Dividend Equivalent, or Other Stock-Based Award granted under the Plan.


 


(c)
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award
granted under the Plan.


 


(d)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(e)
“Consultant” shall mean a consultant or adviser who provides bona fide services to the Company or an Affiliate as
an independent contractor. Service as a consultant shall be considered employment for all purposes of the Plan.


 


(f)
“Committee” shall mean a committee of not fewer than two members, each of whom is a member of the Board and all of
whom are disinterested persons, as contemplated by Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange
Act of 1934, as amended (“Exchange Act”) and each of whom is an outside director for purposes of Section 162(m) of
the Code, acting in accordance with the provisions of Section 3, designated by the Board to administer the Plan.


 


(g)
“Director” shall mean any director of the Company or of any Affiliate.


 


(h)
“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.


 


(i)
“Employee” shall mean any employee of the Company or of any Affiliate.


 




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(j)
“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other Securities),
the fair market value of such property determined by such methods or procedures as shall be established from time to time by the
Board or the Committee.


 


(k)
“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code, or any successor provision thereto.


 


(l)
“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be
an Incentive Stock Option.


 


(m)
“Officer” shall mean any officer of the Company or of any Affiliate who performs a policy and decision making functions,
or any other person who performs similar policy and decision making functions for the Company.


 


(n)
“Option” shall mean an a Non-Qualified Stock Option.


 


(o)
“Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.


 


(p)
“Participant” shall mean any person that renders bona fide services to the Company (including, without limitation,
the following: a person employed by the Company or an Affiliate in a key capacity; an officer or director of the Company; a person
engaged by the Company as a consultant; or a lawyer, law firm, accountant or accounting firm) who receives an Award under the
Plan.


 


(q)
“Performance Award” shall mean any right granted under Section 6(d) of the Plan.


 


(r)
“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.


 


(s)
“Released Securities” shall mean shares of Restricted Stock as to which all restrictions imposed by the Board or the
Committee have expired, lapsed, or been waived.


 


(t)
“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.


 


(u)
“Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares.


 


(v)
“Shares” shall mean the shares of common stock of the Company, $0.001 par value, and such other securities or property
as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.


 


(w)
“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.


 




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SECTION
3. ADMINISTRATION


 


The
Plan shall be administered by the Board; provided, however, that the Board may delegate such administration to the Committee.


 


Subject
to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) determine the type or types of Awards
to be granted to each Participant under the Plan; (b) determine the number of Shares to be covered by (or with respect to which
payments, rights, or other matters are to be calculated in connection with) Awards; (c) determine the terms and conditions of
any award; (d) determine the time or times when each Award shall become exercisable and the duration of the exercise period; (e)
determine whether, to what extent, and under what circumstances Awards may be settled in or exercised for cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended; (f) determine whether, to what extent, and under what circumstances
cash, shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof or of the Board or the Committee; (g) construe
and interpret the Plan; (h) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects,
omissions and inconsistencies in the Plan or any Award; (i) consistent with the Plan and with the consent of the Participant,
as appropriate, amend any outstanding Award or amend the exercise date or dates; (j) determine the duration and purpose of leaves
of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan;
and (k) make all other determinations necessary or advisable for the Plan’s administration. The Board and the Committee’s
interpretation and construction of any provisions of the Plan or of any Award shall be conclusive and final. No member of the
Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award.


 


In
the case of any Award that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code,
once the Award is made, neither the Board nor Committee shall have discretion to increase the amount of compensation payable under
the Award that would otherwise be due upon attainment of the performance goal.


 


SECTION
4. SHARES AVAILABLE FOR AWARDS


 


(a)SHARES
AVAILABLE. Subject to adjustment as provided in Section 4(b):


 


(i)CALCULATION
OF NUMBER OF SHARES AVAILABLE. The maximum number of Shares reserved and available for granting
Awards under the Plan shall be an aggregate of 3,000,000 shares of common stock, provided however that on
each January 1, starting with January 1, 2016, an additional number of shares equal to the lesser of (A) 2% of the outstanding
number of Shares (on a fully-diluted basis) on the immediately preceding December 31 and (B) such lower number of Shares as may
be determined by the Committee, subject in all cases to adjustment as provided in Section 4(b) below (such final share amount
being referred to herein as the “Maximum Share Amount”). Further, if, after the effective date of the Plan, any Shares
covered by an Award granted under the Plan or to which such an Award relates, are forfeited, or if an Award otherwise terminates
without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates,
or the number of Shares otherwise counted against the aggregate number of Shares available under the Plan with respect to such
Award, to the extent of any such forfeiture or termination, shall again be, or shall become, available for granting Awards under
the Plan. 


 


In
the event of any forward or reverse stock splits, recapitalizations, or combination of the authorized, issued and outstanding
shares of common stock, the Maximum Share Amount and the exercise prices of Awards and Shares granted under the Plan shall be
appropriately adjusted, as per Section 4(b) below.


 







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(ii)ACCOUNTING
FOR AWARDS. For purposes of this Section 4,


 


(A)
if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which
such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting
Awards under the Plan; and


 


(B)
Dividend Equivalents and Awards not denominated in Shares shall not be counted against the aggregate number of Shares available
for granting Awards under the Plan.


 


(iii)
SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any shares delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of Treasury Shares.


 


(b)
ADJUSTMENTS. In the event that the Board or the Committee shall determine that any dividend or other distribution (whether in
the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, purchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Board or the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board or the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or
property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, (iii) the number and type of Shares (or other securities or property) specified as the annual per-participant
limitation under Section 6(g)(vi), and (iv) the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award; provided, however that the number of Shares subject to
any award denominated in Shares shall always be a whole number.


 


SECTION
5. ELIGIBILITY


 


Any
Employee, Officer, Director or Consultant of the Company shall be eligible to receive Awards under the Plan. The Board shall approve
any Awards granted to members of the Committee.


 


SECTION
6. AWARDS


 


(a)OPTIONS.
The Board and the Committee are hereby authorized to grant Options which are consistent with the provisions of the Plan, as the
Board or the Committee shall determine:


 


(i)EXERCISE
PRICE. The exercise price per Share of each Option shall be determined by the Board or the Committee. 


 


(ii)OPTION
TERM. The term of each Option shall be fixed by the Board or the Committee.


 







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(iii)TIME
AND METHOD OF EXERCISE. The Board or the Committee shall determine the time or times at which an Option may be exercised in whole
or in part, and the method or methods by which, property, or any combination thereof, having a Fair Market Value on the exercise
date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed
to have been made. 


 


(b)STOCK
APPRECIATION RIGHTS. The Board and the Committee are hereby authorized to grant Stock Appreciation Rights. A Stock Appreciation
Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the
Fair Market Value of one Share on the date of exercise or, if the Board or the Committee shall so determine at any time during
a specified period before or after the date of exercise over (2) the grant price of the right as specified by the Board or the
Committee. Subject to the terms of the Plan, the grant price, term, methods of exercise, methods of settlement, and any other
terms and conditions of any Stock Appreciation Right shall be as determined by the Board or the Committee. The Board and the Committee
may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. 


 


(c)RESTRICTED
STOCK AND RESTRICTED STOCK UNITS.


 


(i)
ISSUANCE. The Board and the Committee are hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units.



 


(ii)RESTRICTIONS.
Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Board or the Committee may
impose (including, without limitation, any limitation on the right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Board or
the Committee may deem appropriate. 


 


(iii)REGISTRATION.
Any Restricted Stock granted under the Plan may be evidenced in such manner as the Board or the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock
certificate is issued in respect of Shares of restricted Stock granted under the Plan, such certificate shall be registered in
the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock. 


 


(iv)FORFEITURE.
Except as otherwise determined by the Board or the Committee, upon termination of employment (as determined under criteria established
by the Board or the Committee) for any reason during the applicable restriction period, all Shares of Restricted Stock and all
Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company; provided,
however, that the Board or the Committee may, when it finds that a waiver would be in the best interests of the Company, waive
in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Unrestricted
Shares, evidenced in such manner as the Board or the Committee shall deem appropriate, shall be delivered to the Participant promptly
after such Restricted Stock shall become Released Securities.


 




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(d)PERFORMANCE
AWARDS. The Board and the Committee are hereby authorized to grant Performance Awards. Subject to the terms of the Plan, a Performance
Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock),
other securities, other Awards, or other property and (ii) shall confer on the holder thereof rights valued as determined by the
Board or the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement
of such performance goals during such performance periods as the Board or the Committee shall establish. Subject to the terms
of the Plan and any applicable Award Agreement, the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, and the amount of any payment or transfer to be made pursuant
to any Performance Award shall be determined by the Board or the Committee. The goals established by the Board or the Committee
shall be based on any one, or combination of, earnings per share, return on equity, return on assets, total stockholder return,
net operating income, cash flow, revenue, economic value added, increase in Share price or cash flow return on investment, or
any other measure the Board or the Committee deems appropriate. Partial achievement of the goal(s) may result in a payment or
vesting corresponding to the degree of achievement.  


 


(e)DIVIDEND
EQUIVALENTS. The Board and the Committee are hereby authorized to grant Awards under which the holders thereof shall be entitled
to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Board or the Committee,
and the Board and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares
or otherwise reinvested. Subject to the terms of the Plan, such Awards may have such terms and conditions as the Board or the
Committee shall determine.   


 


(f)
OTHER STOCK-BASED AWARDS. The Board and the Committee are hereby authorized to grant such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Board or the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan, the Board or the Committee
shall determine the terms and conditions of such Awards. 


 


(g)
GENERAL.


 


(i)
NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for no cash consideration or for such minimal cash consideration as
may be required by applicable law. 


 


(ii)
AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Board or the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for any other award granted under any other plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other awards, or in addition to or in tandem with awards granted under any other
plan of the Company or any Affiliate, may be granted either at the same time or at a different time from the grant of such other
awards. 


 


(iii)
FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to
be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the
Board or the Committee shall determine, including, without limitation, cash, shares, other securities, other awards, or other
property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis,
in each case in accordance with rules and procedures established by the Board or the Committee. Such rules and procedures may
include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments
or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.


 




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(iv)
LIMITS ON TRANSFER OF AWARDS. No Award (other than Released Securities), and no right under any such Award, shall be assignable,
alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided,
however, that, if so determined by the Board or the Committee, a Participant may, in the manner established by the Board or the
Committee, (a) designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property
distributable, with respect to any Award upon the death of the Participant or (b) transfer any Award for bona fide estate planning
purposes. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the
Participant, a permitted transferee or, if permissible under applicable law, by the Participant’s guardian or legal representative.
No Award (other than Released Securities), and no right under any such Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the
Company or any Affiliate.   


 


(v)
TERM OF AWARDS. The term of each Award shall be for such period as may be determined by the Board or the Committee. 


 


(vi)
SHARE CERTIFICATES. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as the Board or the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed, and any applicable federal or state securities laws, and the Board
or the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


SECTION
7. AMENDMENT AND TERMINATION


 


Except
to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:


 


(a)
AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, including, without limitation,
any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any
other holder or beneficiary of any Award theretofore granted, without the consent of any share owner, Participant, other holder
or beneficiary of an Award, or other Person. 


 


(b)
AMENDMENTS TO AWARDS. Unless otherwise agreed to in writing between the Company and a Participant, the Board and the Committee
may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards
theretofore granted, prospectively or retroactively, without the consent of any Participant, other holder or beneficiary of an
Award.


 







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(c)
ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. Except as provided in the following sentence,
the Board and the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b)
hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable
laws, regulations, or accounting principles, whenever the Board or the Committee determines that such adjustments are appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan. In the
case of any Award that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, neither
the Board nor the Committee shall have authority to adjust the Award in any manner that would cause the Award to fail to meet
the requirements of Section 162(m). 


 


(d)
CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Board and the Committee may correct any defect, supply any omission,
or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan
into effect.


 


SECTION
8. GENERAL PROVISIONS


 


(a)
NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Employees, Directors, Consultants, other holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. 


 


(b)
DELEGATION. The Board and the Committee may delegate to one or more officers or managers of the Company or any Affiliate, or a
committee of such officers or managers, the authority, subject to such terms and limitations as the Board or Committee shall determine,
to grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue, suspend, or terminate Awards held
by Employees, Consultants, or other holders or beneficiaries of Awards under the Plan who are not officers or directors of the
Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and who also are not “covered employees”
for purposes of Section 162(m) of the Code.


 


(c)
WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer
made under any Award or under the Plan the amount (in cash, Shares, other securities, other Awards, or other property) of withholding
taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company or Affiliate to satisfy all obligations for the payment of such
taxes. 


 


(d)
NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable
or applicable only in specific cases.


 


(e)
NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as giving a Participant the right to remain an employee,
director or consultant of the Company or any Affiliate. Further, the Company or an Affiliate may at any time terminate the service
of any employee, director or consultant, free from any liability, or any claim under the Plan, unless otherwise expressly provided
in the Plan or in any Award Agreement.


 







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(f)
GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of New York and applicable federal law. 


 


(g)
SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Board or the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of the Board or the Committee, materially altering the intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan
and any such Award shall remain in full force and effect.


 


(h)
NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that
any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any Affiliate. 


 


(i)
NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board and the
Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional
Share, or whether such fractional Shares of any rights thereto shall be canceled, terminated, or otherwise eliminated.


 


(j)
HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision
thereof.


 


SECTION
9. EFFECTIVE DATE OF THE PLAN


 


Subject
to the approval of the stockholders of the Company, the Plan shall be effective as of August 1, 2015 (the “Effective Date”);
provided, however, that to the extent that Awards are granted under the Plan before its approval by stockholders, the Awards will
be contingent on approval of the Plan by the stockholders of the Company at an annual meeting, special meeting, or by written
consent.


 


SECTION
10. TERM OF THE PLAN


 


No
Award shall be granted under the Plan more than 10 years after the Effective Date. However, unless otherwise expressly provided
in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Board and
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.


 




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The
foregoing Stock Option Plan was duly adopted and approved by the Board of Directors on August 6, 2015.


 


	eWellness
    Healthcare Corporation	 
	 	 	 
	By: 	 	 
	 	Darwin Fogt	 
	 	Chief Executive
    Officer	 


 




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