SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2017 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Puerto Rico
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 7, 2017, by and betweeneWELLNESS HEALTHCARE CORPORATION , a Nevada corporation, with headquarters located at 11825 Major Street, Culver City, California 90230 (the "Company"), and JEB Partners L.P., a Delaware limited partnership, with its address at 3 West Hill Place, Boston MA 02114 (the "Buyer"). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act; B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a Senior Convertible Promissory Note of the Company, in the aggregate principal amount of $55,000.00 (togethe
COMMON STOCK PURCHASE WARRANT EWellness Healthcare Corporation Warrant Shares: 68,750 Initial Exercise Date: February 10, 2017eWELLNESS HEALTHCARE Corp • May 8th, 2017 • Services-home health care services • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Tangiers Global, LLC, a Wyoming corporation, or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5 PM New York City Time on February , 2022 (the "Termination Date") but not thereafter, to subscribe for and purchase from EWellness Healthcare Corporation, a Nevada corporation (the "Company"), up to 68,750 shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.00(b). Section 1.00 Exercise. a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2017 • eWELLNESS HEALTHCARE Corp • Services-home health care services • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 24, 2017, by and between EWellness Healthcare Corp, a Nevada corporation, with headquarters located at11825 Major Street, Culver City, CA 90230, (the "Company"), and CROSSOVER CAPITAL FUND I, LLC, with its address at 365 Ericksen Ave. NE #315, Bainbridge Island, WA 98110(the "Buyer"). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"); B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 5.5% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $167,000.00 (with the first note being in the amo
INVESTMENT AGREEMENTInvestment Agreement • May 8th, 2017 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Puerto Rico
This INVESTMENT AGREEMENT (the "Agreement"), dated as of February 10, 2017(the "Execution Date"), is entered into by and between eWellness Healthcare Corporation(the "Company"), a Nevada corporation, with its principal executive offices at 11825 Major Street, Culver City, CA 90230, and Tangiers Global, LLC (the "Investor"), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901. RECITALS: WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to five million dollars ($5,000,000) (the "Commitment Amount") to purchase the Company’s common stock, par value of$0.001 per share(the "Common Stock"); WHEREAS, such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D promulgated by
EXHIBIT C TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2014 by and among eWellness Healthcare Corporation, a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
INDEPENDENT DIRECTOR AGREEMENT OF EWELLNESS HEALTHCARE CORPORATIONIndependent Director Agreement • June 5th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks • New York
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2014 (the “Effective Date”), by and between eWellness Healthcare Corporation, a Nevada corporation (the “Company”), and Mr. Brandon Rowberry, a citizen of United States, with a permanent residence at (the “Independent Director”).
FORM OF PLACEMENT AGENT AGREEMENT April __, 2020Placement Agent Agreement • April 9th, 2020 • eWELLNESS HEALTHCARE Corp • Services-home health care services
This Placement Agent Agreement (“Agreement”) is made by and between eWellness Healthcare Corporation, a Nevada corporation (the “Company”), and ______________ , each a “Placement Agent” and collectively, the “Placement Agents”), as of the date set forth on the signature page hereto. The Company hereby engages __________ to serve as a Placement Agent, among other Placement Agents to assist the Company and its management in a non-exclusive capacity in arranging an offering (the “Offering”) of a total of 2,000,000 Units at an offering price of $25.00 per unit, each Unit consisting of: (i) one share of our newly authorized 13% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred”); and (ii) five (5) warrants (the “Warrants”) each exercisable to purchase one (1) share of common stock, par value $0.001 per share (“Common stock” or “Warrant Shares”), at an exercise price of $0.10 (the “Exercise Price”) per Warrant Share . Each Warrant offered hereby as part of the
8% FIXED CONVERTIBLE PROMISSORY NOTE OF EWELLNESS HEALTHCARE CORPORATIONeWELLNESS HEALTHCARE Corp • May 8th, 2017 • Services-home health care services • Puerto Rico
This Note will become effective only upon the execution by both the Company and the Holder (collectively, the "Parties" and individually, a "Party"), including the execution of Exhibits B, C, D and E and the Irrevocable Transfer Agent Instructions (the "Date of Execution") and delivery of the initial payment of consideration by the Holder (the "Effective Date"). This Note may be prepaid by the Company, in whole or in part, according to the following schedule: Days Since Effective Date Prepayment Amount Under 30 100% of Principal Amount 31-60 110% of Principal Amount 61-90 120% of Principal Amount 91-120 130% of Principal Amount 121-150 140% of Principal Amount 151-180 150% of Principal Amount After 180 days from the Effective Date, this Note may not be prepaid without written consent from Holder, which consent may be withheld, delayed or denied in Holder's sole and absolute discretion. Whenever any amount expressed to be due by the terms of this Note is due on any day which
COMMON STOCK PURCHASE WARRANT EWELLNESS HEALTCARE CORPORATIONeWELLNESS HEALTHCARE Corp • March 30th, 2020 • Services-home health care services • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, with an address located at ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from eWellness Healthcare Corporation., a Nevada corporation with offices located at 333 Las Olas Way, Suite 100, Ft. Lauderdale, FL 33301 (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stocks. The purchase price of one share of common stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF EWELLNESS CORPORATION AND MILLENIUM HEALTHCARE, INC. SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • May 6th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks • New York
Exhibit A Form of SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October [ ], 2014, (the “Agreement Date”) between eWellness Healthcare Corporation, a Nevada corporation (the “Company”) with an address of 11825 Major Street, Culver City, California, and each purchaser identified on Schedule I, as the same may be updated from time to time in accordance with this Agreement (which purchaser, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PROMISSORY NOTEeWELLNESS HEALTHCARE Corp • October 2nd, 2014 • Blank checks
FOR VALUE RECEIVED, eWellness Healthcare Corporation, a Nevada corporation (referred to herein as “Borrower”) with a business address at 11825 Major Street, Culver City, , CA 90230, hereby unconditionally agrees and promises to pay to the order of [ ] (the “Lender” and/or its successors and assigns (collectively, with the Lender, the “Holder”), at, or such other place as the Holder may from time to time designate, the principal sum of [ ] ($[ ]) DOLLARS (the “Principal Indebtedness”), together with interest on the outstanding Principal Indebtedness evidenced by this Note at the Interest Rate defined herein.
AMENDED ESCROW AGREEMENTAmended Escrow Agreement • August 30th, 2012 • Dignyte, Inc. • Blank checks • Nevada
THIS AGREEMENT made and entered into this 17th day of August, 2012, by and between DIGNYTE, Inc. (“registrant” and also referred to as “Company”)and Andreas A. McRobbie-Johnson, whose address is 6081 W. Park Avenue,Chandler, AZ 85226-1190 ( together the “Client”); and Evolve Bank & Trust, as escrow agent (“Escrow Agent”).
AMENDED AND RESTATED SHARE EXCHANGELock-Up Agreement • May 6th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
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.
REVISED: September 28, 2015 Amendment Number 1 attachedeWELLNESS HEALTHCARE Corp • November 16th, 2015 • Blank checks • California
This letter (the “Agreement”) will confirm the agreement, effective as of the above date (the “Effective Date”), by and between Mavericks Capital LLC (“Mavericks Capital”) and, to the extent required by federal and state securities laws, Mavericks Capital Securities LLC (“Mavericks Securities”), and eWellness Healthcare Corporation and its controlled subsidiaries, if any, (“eWellness”, the “Company” or “you”). Whenever this Agreement refers to “Mavericks” or “we,” it refers to both Mavericks Capital and Mavericks Securities and each of them is bound and has rights with respect to the terms of the Agreement. Certain other terms used herein are defined in Section 7 hereof.
eWellness Bistromatics Definitive Service AgreementEwellness Bistromatics Definitive Service Agreement • January 31st, 2017 • eWELLNESS HEALTHCARE Corp • Services-home health care services • California
This Definitive Service Agreement (the “Agreement”), is entered into this 24th day of January 2017, by and between eWellness Healthcare Corporation (the “Company”) and Bistromatics, Inc. (“Bistromatics”) and modifies the Service Agreement between the Parties dated November 12, 2016. eWellness and Bistromatics are sometimes referred to hereinafter collectively, as the “Parties” and individually, as a “Party.”
EWELLNESS HEALTHCARE CORPORATION AND EVOLUTION PHYSICAL THERAPY, INC. COOPERATIVE OPERATING AGREEMENT OPERATING AGREEMENTCooperative Operating Agreement • May 12th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks • California
THIS COOPERATIVE OPERATING AGREEMENT (hereinafter “COA”), is made and entered into effective April 1, 2015, by and among: eWellness Healthcare Corporation (hereinafter “EWC”), a Nevada corporation located at 11825 Major Street, Culver City, California 90230 and Evolution Physical Therapy, Inc. (hereinafter “EPT”), a California corporation located at 11825 Major Street, Culver City, California 90230 (collectively referred to in this agreement as the “Parties”). The purpose of this operating agreement is to allow EPT to offer EWC’s telemedicine exercise platform known as www.phzio.com to selected physical therapy patients of EPT. This COA is not a software or intellectual property licensing agreement and does not provide any rights or ownership of the www.phzio.com platform or EWC’s business methods to EPT. The term of this agreement is 5 years with an automatic renewal for an additional 5 years upon consent by both Parties. The extent of this Operating Agreement becomes null and void an
Exhibit D to the Securities Purchase Agreement Form of PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 6th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated October [ ], 2014, is made by and between eWellness Healthcare Corporation, a Nevada corporation, (the “Debtor”), and each of the purchasers identified on Schedule I hereto (the “Secured Party”) (together referred to as the “Parties”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 15th, 2012 • Dignyte, Inc. • Arizona
SECURITIES ESCROW AGREEMENT, dated as of ________, 2012 (“Agreement”), by and among DIGNYTE, INC.., a Nevada corporation (“Company”), Andreas A. McRobbie-Johnson (collectively “Initial Stockholder”) and FIRST AMERICAN STOCK TRANSFER INC., an Arizona corporation (“Escrow Agent”).
SUBSCRIPTION AGREEMENT FOR COMMON SHARES IN CONVERSION OF DEBTeWELLNESS HEALTHCARE Corp • January 11th, 2017 • Services-home health care services • Nevada
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to EWELLNESS HEALTHCARE CORPORATION a Nevada corporation (the “Company”), in connection with a conversion of debt into equity of the Company by way of a private offering of common stock (the “Offering”) to convert outstanding indebtedness of the Company owned to various third-party vendors in connection with goods and services provided in a sum of up to US$200,000 through the conversion and sale of up to 20 units of the Company’s securities at Ten Thousand Dollars ($10,000.00) per unit. Each Unit is comprised of: (i) two hundred thousand (200,000) common shares (representing $0.05 per common share); and (ii) a warrant to purchase one hundred thousand (100,000) shares of common stock of the Company at one dollar (US$1.00) per share for a period of Three (3) years from the date of issuance (the “Warrant”) (the Common Stock toget
MARKET PARTNER AGREEMENTMarket Partner Agreement • September 24th, 2020 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Ontario
WHEREAS EWLL is engaged in the business of administering and marketing certain extended healthcare benefits plans to Plan Sponsors and their employees, coupled with the return-to-work case management of employees injured in occupational and non-occupational incidents;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2017 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Puerto Rico
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 7, 2017, by and between eWELLNESS HEALTHCARE CORPORATION, a Nevada corporation, with headquarters located at 11825 Major Street, Culver City, California 90230 (the “Company”), and JEB Partners L.P., a Delaware limited partnership, with its address at 3 West Hill Place, Boston MA 02114 (the “Buyer”).
EXTENSION OF CONSULTING AND SERVICE AGREEMENTExtension of Consulting and Service Agreement • May 27th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
THIS EXTENSION OF CONSULTING AND SERVICE AGREEMENT (this “Agreement”), made this 24th day of January, 2015, by and between eWellness Healthcare Corporation, a Nevada Corporation (the “Company”), and Rodney R. Schoemann (the “Consultant”).
eWELLNESS CORPORATION AND PHYSICAL RELIEF TELEMEDICINE AND TECHNOLOGY HEALTHCARE SOLUTIONS, INC. LICENSING AGREEMENTCorporation and Physical • June 25th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
Purchase, Supply and Distribution Agreement. EWC hereby enters into a Licensing Agreement with PRTHC for EWC’s Product(s) for use as described in Exhibit A in the assigned exclusive EWC Products Territory. Subject to the terms and conditions set forth herein, EWC grants to PRTHC, and PRTHC hereby accepts, a limited, transferable right to use its best efforts as one of EWC’s partners to promote and use the EWC’s DMpt programs.
eWELLNESS HEALTHCARE CORPORATION AND BISTROMATICS INC. LICENSING AGREEMENTEwellness Healthcare Corporation and Bistromatics Inc. Licensing Agreement • June 25th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks • Nevada
SHARE EXCHANGEShare Exchange • April 14th, 2014 • Dignyte, Inc. • Blank checks • Nevada
This Share Exchange (the “Agreement”), dated as of April 11, 2014, among Dignyte, Inc., a Nevada corporation (“Dignyte”), Andreas A. McRobbie-Johnson, an individual currently residing in Flagstaff, AZ being the owner of record of 10,000,000 common shares of Dignyte, eWellness Corporation, a Nevada corporation (“eWellness”); and the persons listed in Exhibit A hereof, being the owners of record of all of the issued and outstanding stock of eWellness (the “Shareholders”). Capitalized words have the meaning set forth in Section 18, unless otherwise defined herein.
eWELLNESS HEALTHCARE CORPORATION AND AKASH BAJAJ M.D., M.P.H. MEDICAL ADVISORY AGREEMENTMedical Advisory Agreement • May 12th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks • California
THIS MEDICAL ADVISORY AGREEMENT (one-year) is made and entered into effective April 17, 2015, by and among: eWellness Healthcare Corporation (hereinafter “the Company” and or “EHC”) and Akash Bajaj M.D., M.P.H. (Hereinafter “Advisor”).
ESCROW AGREEMENTEscrow Agreement • July 25th, 2012 • Dignyte, Inc. • Blank checks • Nevada
THIS AGREEMENT made and entered into this 12thday of July, 2012, by and between DIGNYTE, Inc. (“registrant” and also referred to as “Company”)and Andreas A. McRobbie-Johnson, whose address is 6081 W. Park Avenue,Chandler, AZ 85226-1190 ( together the “Client”); and Evolve Bank & Trust, as escrow agent (“Escrow Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2021 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of the 18th day of May 2021, is by and between EWLL Acquisition Corp. (“Acquisition”) a wholly owned subsidiary of American Health Acquisition Corp. f//k/a eWellness Healthcare Corporation (the “Company”), a public Nevada corporation, both having offices located at 1126 S Federal Highway #464, Ft. Lauderdale FL 33316, on the one hand, and American Health Protection, Inc., a privately owned Nevada corporation having offices located at 6953 Amboy Road, Staten Island, NY 10309 (“AMHP”), on the other hand. The Company, Acquisition and AMHP are sometimes referred to collectively, as the “Parties” and individually, as a “Party.”
SUBSCRIPTION BOOKLET DIGNYTE, INC. COMMON STOCK SUBSCRIPTION AND PURCHASE AGREEMENT FOUNDERS SHARES OF COMMON STOCKSubscription and Purchase Agreement • May 15th, 2012 • Dignyte, Inc. • Arizona
The Company is offering Two Million & Five Hundred Thousand shares of Common Stock of DIGNYTE, Inc., a Nevada Corporation with its principal office at 605 W. Knox Rd., Suite 202 Tempe, AZ 85284 (the “Shares”), to founding investors only, at an offering price of $0.004 per Share. The offering price has been established by the Company and is not related to the current market price, asset value, net worth or any other established criteria of value. The value has been detrmined arbitrarily by the management of the Company and not by any third party valuation and, thus, a conflict with respect to such valuation is present and investors are cautioned accordingly. Proceeds will be used immediately upon acceptance of a subscription by the Company and may be used for any purpose as detrmined by the management of the Company in its sole discretion.
eWELLNESS HEALTHCARE CORPORATION AND BISTROMATICS INC LICENSING AGREEMENT ADDENDUMCorporation and Bistromatics • November 19th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks
Business Operating AgreementBusiness Operating Agreement • September 24th, 2020 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Ontario
This Business Operating Agreement (“BOA”) is dated September 15, 2020. This BOA between eWellness Healthcare Corporation (“EWLL” and or “the Company” and or “eWellness”) and Bistromatics, Inc. (“BI”) the (“Parties”).
EWELLNESS CORPORATION AND MILLENNIUM HEALTHCARE, INC. SUPPLY AND DISTRIBUTION AGREEMENTEwellness Corporation And • June 25th, 2014 • eWELLNESS HEALTHCARE Corp • Blank checks • New York
Supply and Distribution Agreement. EWC hereby enters into a Supply and Distribution agreement with MHI for EWC’s Product(s) for use as described in Exhibit A in the assigned EWC Products Territory. Subject to the terms and conditions set forth herein, EWC grants to MHI, and MHI hereby accepts, a limited, transferable right to use its best efforts as one of EWC’s partners to promote and use the EWC’s DMpt programs.
ANNUAL PROVIDER AGREEMENTAnnual Provider Agreement • April 23rd, 2019 • eWELLNESS HEALTHCARE Corp • Services-home health care services • Florida
Effective this 16th day of April 2019 (“Effective Date”) and continuing unless terminated by a Party in accordance with Section 7, (the “Term”), eWellness Healthcare Corporation (“Provider”) agrees to be a Provider of Covered Services to Covered Persons for Unify Health Services, LLC a Florida limited liability company (“UHS”) based on the following terms:
EXHIBIT B TO SECURITIES PURCHASE AGREEMENTWarrant Agreement • January 6th, 2015 • eWELLNESS HEALTHCARE Corp • Blank checks
This Warrant Agreement (this “Agreement”) is dated as of October [ ], 2014 (the “Issue Date”) and entered into by and between eWellness Healthcare Corporation, a company organized under the laws of State of Nevada and ________________, (together with its successors and assigns, the “Warrant Holder”).
