Note: February 10 , 2017
Note: February 10 , 2017
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A
PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR
CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM
REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST
SET FORTH BELOW.
8% FIXED CONVERTIBLE PROMISSORY NOTE
OF
EWELLNESS HEALTHCARE CORPORATION
Issuance Date: February 10 , 2017
Total Face Value of Note: $100,000
This Note is a duly authorized Fixed Convertible Promissory Note of eWellness
Healthcare Corporation a corporation duly organized and existing under the laws
of the State of Nevada (the "Company"), designated as the Company's 8% Fixed
Convertible Promissory Note due September 10 , 2017 ("Maturity Date") in the
principal amount of $100,000 (the "Note").
For Value Received, the Company hereby promises to pay to the order of Tangiers
Global, LLC or its registered assigns or successors-in-interest ("Holder") the
Principal Sum of $100,000 (the "Principal Sum") and to pay "guaranteed" interest
on the principal balance hereof at an amount equivalent to 8% of the Principal
Sum, to the extent such Principal Sum and "guaranteed" interest and any other
interest, fees, liquidated damages and/or items due to Holder herein have not
been repaid or converted into the Company's Common Stock (the "Common Stock"),
in accordance with the terms hereof.
In addition to the "guaranteed" interest referenced above, and in the Event of
Default pursuant to Section 2.00(a), additional interest will accrue from the
date of the Event of Default at the rate equal to the lower of 15% per annum or
the highest rate permitted by law (the "Default Rate").
This Note will become effective only upon the execution by both parties,
including the execution of Exhibits B, C, the Irrevocable Transfer Agent
Instructions and the February 10 , 2017 Investment Agreement (the "Date of
Execution") between the Company and Holder (the "Effective Date").
This Note may not be prepaid by the Company, in whole or in part, at any time
without approval by the Holder, which approval will not be unreasonably
withheld.
For the purposes hereof, the following terms shall have the meanings ascribed to
them below:
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which commercial banks in the City of New York are authorized or required by law
or executive order to remain closed.
"Conversion Price" shall be fixed at a price equal to $0.20.
"Principal Amount" shall refer to the sum of (i) the original principal amount
of this Note (including the original issue discount, prorated if the Note has
not been funded in full), (ii) all guaranteed and other accrued but unpaid
interest hereunder, (iii) any fees due hereunder, (iv) liquidated damages, and
(v) any default payments owing under the Note, in each case previously paid or
added to the Principal Amount.
"Principal Market" shall refer to the primary exchange on which the Company's
common stock is traded or quoted.
"Trading Day" shall mean a day on which there is trading or quoting for any
security on the Principal Market.
"Underlying Shares" means the shares of common stock into which the Note is
convertible (including interest, fees, liquidated damages and/or principal
payments in common stock as set forth herein) in accordance with the terms
hereof.
The following terms and conditions shall apply to this Note:
Section 1.00 Conversion.
(a) Conversion Right. Subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at the Holder's
sole option, at any time and from time to time to convert in whole or in part
the outstanding and unpaid Principal Amount under this Note into shares of
Common Stock as per the Conversion Formula. The date of any conversion notice
("Conversion Notice") hereunder shall be referred to herein as the "Conversion
Date".
(b) Stock Certificates or DWAC. The Company will deliver to the Holder, or
Holder's authorized designee, no later than 2 Trading Days after the Conversion
Date, a certificate or certificates (which certificate(s) shall be free of
restrictive legends and trading restrictions if the shares of Common Stock
underlying the portion of the Note being converted are eligible under a resale
exemption pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the
Securities Act of 1933, as amended) representing the number of shares of Common
Stock being acquired upon the conversion of this Note. In lieu of delivering
physical certificates representing the shares of Common Stock issuable upon
conversion of this Note, provided the Company's transfer agent is participating
in DTC's FAST program, the Company shall instead use commercially reasonable
efforts to cause its transfer agent to electronically transmit such shares
issuable upon conversion to the Holder (or its designee), by crediting the
account of the Holder's (or such designee's) broker with DTC through its DWAC
program (provided that the same time periods herein as for stock certificates
shall apply).
(c) Charges and Expenses. Issuance of Common Stock to Holder, or any of its
assignees, upon the conversion of this Note shall be made without charge to the
Holder for any issuance fee, transfer tax, legal opinion and related charges,
postage/mailing charge or any other expense with respect to the issuance of such
Common Stock. Company shall pay all Transfer Agent fees incurred from the
issuance of the Common Stock to Holder, as well as any and all other fees and
charges required by the Transfer Agent as a condition to effectuate such
issuance. Any such fees or charges, as noted in this Section that are paid by
the Holder (whether from the Company's delays, outright refusal to pay, or
otherwise), will be automatically added to the Principal Sum of the Note and
tack back to the Effective Date for purposes of Rule 144.
(d) Delivery Timeline. If the Company fails to deliver to the Holder such
certificate or certificates (or shares through the DWAC program) pursuant to
this Section (free of any restrictions on transfer or legends, if eligible)
prior to 3 Trading Days after the Conversion Date, the Company shall pay to the
Holder as liquidated damages an amount equal to $2,000 per day, until such
certificate or certificates are delivered. The Company acknowledges that it
would be extremely difficult or impracticable to determine the Holder's actual
damages and costs resulting from a failure to deliver the Common Stock and the
inclusion herein of any such additional amounts are the agreed upon liquidated
damages representing a reasonable estimate of those damages and costs. Such
liquidated damages will be automatically added to the Principal Sum of the Note
and tack back to the Effective Date for purposes of Rule 144.
(e) Reservation of Underlying Securities. The Company covenants that it will at
all times reserve and keep available for Holder, out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of this
Note, free from preemptive rights or any other actual contingent purchase rights
of persons other than the Holder, five times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this
Section 1.00, but without regard to any ownership limitations contained herein)
upon the conversion of this Note (consisting of the Principal Amount), under the
formula in Section 2.00(c), to Common Stock (the "Required Reserve"). The
Company covenants that all shares of Common Stock that shall be issuable will,
upon issue, be duly authorized, validly issued, fully-paid, non-assessable and
freely-tradable (if eligible). If the number of shares on reserve in Xxxxxx's
name at the Company's transfer agent for this Note shall drop below the Required
Reserve, the Company will, within 2 Trading Days of notification from Holder,
instruct the transfer agent to increase the number of shares so that the
Required Reserve is met. In the event that the Company does not instruct the
transfer agent to increase the number of shares so that the Required Reserve is
met, the Holder will be allowed, if applicable, to provide this instruction as
per the terms of the Irrevocable Transfer Agent Instructions attached to this
Note. The Company agrees that the maintenance of the Required Reserve is a
material term of this Note and any breach of this Section 1.00(e) will result in
a default of the Note.
The Company agrees that this is a material term of this Note and any breach of
this Section 1.00(e) will result in a default of the Note.
(f) Conversion Limitation. The Holder will not submit a conversion to the
Company that would result in the Holder beneficially owning more than 9.99% of
the then total outstanding shares of the Company ("Restricted Ownership
Percentage").
(g) Conversion Delays. If the Company fails to deliver shares in accordance with
the timeframe stated in Section 1.00(b), the Holder, at any time prior to
selling all of those shares, may rescind any portion, in whole or in part, of
that particular conversion attributable to the unsold shares. The rescinded
conversion amount will be returned to the Principal Sum with the rescinded
conversion shares returned to the Company, under the expectation that any
returned conversion amounts will tack back to the Effective Date.
(h) Shorting and Hedging. Holder may not engage in any "shorting" or "hedging"
transaction(s) in the Common Stock prior to conversion.
(i) Conversion Right Unconditional. If the Holder shall provide a Conversion
Notice as provided herein, the Company's obligations to deliver Common Stock
shall be absolute and unconditional, irrespective of any claim of setoff,
counterclaim, recoupment, or alleged breach by the Holder of any obligation to
the Company.
Section 2.00 Defaults and Remedies.
(a) Events of Default. An "Event of Default" is: (i) a default in payment of any
amount due hereunder which default continues for more than 5 Trading Days after
the due date; (ii) a default in the timely issuance of underlying shares upon
and in accordance with terms of Section 1.00, which default continues for 2
Trading Days after the Company has failed to issue shares or deliver stock
certificates within the 3rd Trading Day following the Conversion Date; (iii) if
the Company does not issue the press release or file the Current Report on Form
8-K, in each case in accordance with the provisions and the deadlines referenced
Section 4.00(h); (iv) failure by the Company for 3 days after notice has been
received by the Company to comply with any material provision of this Note; (v)
failure of the Company to remain compliant with DTC, thus incurring a "chilled"
status with DTC; (vi) any default of any mortgage, indenture or instrument which
may be issued, or by which there may be secured or evidenced any indebtedness,
for money borrowed by the Company or for money borrowed the repayment of which
is guaranteed by the Company, whether such indebtedness or guarantee now exists
or shall be created hereafter; (vii) if the Company is subject to any Bankruptcy
Event; (viii) any failure of the Company to satisfy its "filing" obligations
under Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules
and guidelines issued by OTC Markets News Service, XXXXxxxxxx.xxx and their
affiliates; (ix) failure of the Company to remain in good standing under the
laws of the State of Nevada; (x) any failure of the Company to provide the
Holder with information related to its corporate structure including, but not
limited to, the number of authorized and outstanding shares, public float, etc.
within 1 Trading Day of request by Holder; (xi) failure by the Company to
maintain the Required Reserve in accordance with the terms of Section 1.00(e);
(xii) failure of Company's Common Stock to maintain a closing bid price in its
Principal Market for more than 3 consecutive Trading Days; (xiii) any delisting
from a Principal Market for any reason; (xiv) failure by Company to pay any of
its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of
record; (xv) failure by Company to notify Holder of a change in Transfer Agent
within 24 hours of such change; (xvi) any trading suspension imposed by the
United States Securities and Exchange Commission (the "SEC") under Sections
12(j) or 12(k) of the 1934 Act; or (xvii) failure by the Company to meet all
requirements necessary to satisfy the availability of Rule 144 to the Holder or
its assigns, including but not limited to the timely fulfillment of its filing
requirements as a fully-reporting issuer registered with the SEC, requirements
for XBRL filings, and requirements for disclosure of financial statements on its
website.
(b) Remedies. If an Event of Default occurs, the outstanding Principal Amount of
this Note owing in respect thereof through the date of acceleration, shall
become, at the Holder's election, immediately due and payable in cash at the
"Mandatory Default Amount". The Mandatory Default Amount means 125% of the
outstanding Principal Amount of this Note, will be automatically added to the
Principal Sum of the Note and tack back to the Effective Date for purposes of
Rule 144. Commencing 5 days after the occurrence of any Event of Default that
results in the eventual acceleration of this Note, this Note shall accrue
additional interest, in addition to the Note's "guaranteed" interest, at a rate
equal to the lesser of 15% per annum or the maximum rate permitted under
applicable law. In connection with such acceleration described herein, the
Holder need not provide, and the Issuer hereby waives, any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. No such
rescission or annulment shall affect any subsequent event of default or impair
any right consequent thereon. Nothing herein shall limit the Holder's right to
pursue any other remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Issuer's failure to timely deliver certificates representing
shares of Common Stock upon conversion of the Note as required pursuant to the
terms hereof.
(c) Conversion Right. At any time and from time to time after a default occurs
solely due to the fact the Note is not retired on or before the Maturity Date
("Maturity Default"), subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at the Holder's
sole option, to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock at the Maturity Default
Conversion Price. The "Maturity Default Conversion Price" shall be equal to the
lower of: (a) the Conversion Price or (b) 75% of the average of the volume
weighted average prices of the Company's common stock during the 5 consecutive
Trading Days prior to the date on which the Holder elects to convert all or part
of the Note. For the purpose of calculating the Maturity Default Conversion
Price only, any time after 4:00 pm Eastern Time (the closing time of the
Principal Market) shall be considered to be the beginning of the next Business
Day. If the Company is placed on "chilled" status with the DTC, the discount
shall be increased by 10%, i.e., from 25% to 35%, until such chill is remedied.
If the Company is not DWAC eligible through their Transfer Agent and DTC's FAST
system, the discount will be increased by 5%, i.e., from 25% to 30%. In the case
of both, the discount shall be a cumulative increase of 15%, i.e., from 25% to
40%.
Section 3.00 Representations and Warranties of Holder.
Holder hereby represents and warrants to the Company that:
(a) Holder is an "accredited investor," as such term is defined in Regulation D
of the Securities Act of 1933, as amended (the "1933 Act"), and will acquire
this Note and the Underlying Shares (collectively, the "Securities") for its own
account and not with a view to a sale or distribution thereof as that term is
used in Section 2(a)(11) of the 1933 Act, in a manner which would require
registration under the 1933 Act or any state securities laws. Holder has such
knowledge and experience in financial and business matters that such Xxxxxx is
capable of evaluating the merits and risks of the Securities. Holder can bear
the economic risk of the Securities, has knowledge and experience in financial
business matters and is capable of bearing and managing the risk of investment
in the Securities. Holder recognizes that the Securities have not been
registered under the 1933 Act, nor under the securities laws of any state and,
therefore, cannot be resold unless the resale of the Securities is registered
under the 1933 Act or unless an exemption from registration is available. Xxxxxx
has carefully considered and has, to the extent Holder believes such discussion
necessary, discussed with its professional, legal, tax and financial advisors,
the suitability of an investment in the Securities for its particular tax and
financial situation and its advisers, if such advisors were deemed necessary,
and has determined that the Securities are a suitable investment for it. Holder
has not been offered the Securities by any form of general solicitation or
advertising, including, but not limited to, advertisements, articles, notices or
other communications published in any newspaper, magazine, or other similar
media or television or radio broadcast or any seminar or meeting where, to
Holders' knowledge, those individuals that have attended have been invited by
any such or similar means of general solicitation or advertising. Xxxxxx has had
an opportunity to ask questions of and receive satisfactory answers from the
Company, or any person or persons acting on behalf of the Company, concerning
the terms and conditions of the Securities and the Company, and all such
questions have been answered to the full satisfaction of Holder. The Company has
not supplied Holder any information regarding the Securities or an investment in
the Securities other than as contained in this Agreement, and Holder is relying
on its own investigation and evaluation of the Company and the Securities and
not on any other information.
(b) The Holder is a limited liability company duly organized, validly existing
and in good standing under the laws of the state of its incorporation and has
all requisite corporate power and authority to carry on its business as now
conducted. The Holder is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business or properties.
(c) All corporate action has been taken on the part of the Holder, its officers,
directors and stockholders necessary for the authorization, execution and
delivery of this Note. The Holder has taken all corporate action required to
make all of the obligations of the Holder reflected in the provisions of this
Note, valid and enforceable obligations.
(d) Each certificate or instrument representing Securities will be endorsed with
the following legend (or a substantially similar legend), unless or until
registered under the 1933 Act or exempt from registration:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
Section 4.00 General.
(a) Payment of Expenses. The Company agrees to pay all reasonable charges and
expenses, including attorneys' fees and expenses, which may be incurred by the
Holder in successfully enforcing this Note and/or collecting any amount due
under this Note.
(b) Assignment, Etc. The Holder may assign or transfer this Note to any
transferee at its sole discretion. This Note shall be binding upon the Company
and its successors and shall inure to the benefit of the Holder and its
successors and permitted assigns.
(c) Piggyback Registration Rights. Purposely withheld
(d) Terms of Future Financings. So long as this Note is outstanding, upon any
issuance by the Company or any of its subsidiaries of any convertible debt
security (whether such debt begins with a convertible feature or such feature is
added at a later date) with any term more favorable to the holder of such
security or with a term in favor of the holder of such security that was not
similarly provided to the Holder in this Note, then the Company shall notify the
Holder of such additional or more favorable term and such term, at the Holder's
option, shall become a part of this Note and its supporting documentation.. The
types of terms contained in the other security that may be more favorable to the
holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion look back periods, interest rates, original
issue discount percentages and warrant coverage.
(e) Governing Law; Jurisdiction.
(i) Governing Law. This Note shall be governed by, and construed and interpreted
in accordance with, the substantive laws of the Commonwealth of Puerto Rico
without giving effect to any conflict of laws rule or principle that might
require the application of the laws of another jurisdiction.
(ii) Jurisdiction and Venue. Any dispute, claim, suit, action or other legal
proceeding arising out of or relating to this Note or the rights and obligations
of each of the parties shall be brought only in a competent court in San Xxxx,
Puerto Rico or in the federal courts of the United States of America located in
San Xxxx, Puerto Rico.
(iii) No Jury Trial. The Company hereto knowingly and voluntarily waives any and
all rights it may have to a trial by jury with respect to any litigation based
on, or arising out of, under, or in connection with, this Note.
(iv) Delivery of Process by the Holder to the Company. In the event of an action
or proceeding by the Holder against the Company, and only by the Holder against
the Company, service of copies of summons and/or complaint and/or any other
process that may be served in any such action or proceeding must be made by hand
delivery of such process to its last known attorney as set forth in its most
recent SEC filing.
(v) Notices. Any notice required or permitted hereunder (including Conversion
Notices) must be in writing and either personally served, sent by facsimile or
email transmission, or sent by overnight courier. Notices will be deemed
effectively delivered at the time of transmission if by facsimile or email, and
if by overnight courier the business day after such notice is deposited with the
courier service for delivery.
(f) No Bad Actor. No officer or director of the Company would be disqualified
under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of
being a "bad actor" as that term is established in the September 13, 2013 Small
Entity Compliance Guide published by the SEC.
(g) Usury. If it shall be found that any interest or other amount deemed
interest due hereunder violates any applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum rate of interest permitted under applicable law. The Company
covenants (to the extent that it may lawfully do so) that it will not seek to
claim or take advantage of any law that would prohibit or forgive the Company
from paying all or a portion of the principal, fees, liquidated damages or
interest on this Note.
(h) Securities Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m.
Eastern Time on the Trading Day immediately following the Date of Execution,
issue a press release disclosing the material terms of the transactions
contemplated hereby, and (b) file a Current Report on Form 8-K, including a copy
of this Note as an exhibit thereto, with the SEC within the time required by the
1934 Act. From and after the filing of such press release, the Company
represents to the Holder that it shall have publicly disclosed all material,
non-public information delivered to the Holder by the Company, or any of its
officers, directors, employees, or agents in connection with the transactions
contemplated by this Note. The Company and the Holder shall consult with each
other in issuing any other press releases with respect to the transactions
contemplated hereby, and neither the Company nor the Holder shall issue any such
press release nor otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of the Holder, or
without the prior consent of the Holder, with respect to any press release of
the Company, none of which consents shall be unreasonably withheld, delayed,
denied, or conditioned except if such disclosure is required by law, in which
case the disclosing party shall promptly provide the other party with prior
notice of such public statement or communication. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Holder, or include the
name of the Holder in any filing with the SEC or any regulatory agency or
Principal Market, without the prior written consent of the Holder, except to the
extent such disclosure is required by law or Principal Market regulations, in
which case the Company shall provide the Holder with prior notice of such
disclosure permitted hereunder.
The Company agrees that this is a material term of this Note and any breach of
this Section 4.00(h) will result in a default of the Note.
[Signature Page to Follow.]
IN WITNESS WHEREOF, the Company has caused this Fixed Convertible Promissory
Note to be duly executed on the day and in the year first above written.
EWELLNESS HEALTHCARE CORPORATION
By:
Name:
Title:
Email:
Address:
This Fixed Convertible Promissory Note of February 10 , 2017 is accepted this
_10_ day of February, 2017 by
TANGIERS GLOBAL, LLC
By:
Name:
Title: Managing Member
EXHIBIT A
FORM OF CONVERSION NOTICE
(To be executed by the Holder in order to convert all or part of that certain
$100,000 Fixed Convertible Promissory Note identified as the Note)
DATE: ____________________________
FROM: Tangiers Global, LLC (the "Holder")
Re: $100,000 Fixed Convertible Promissory Note (this "Note") originally issued
by eWellness Healthcare Corporation, a Nevada corporation, to Tangiers Global,
LLC on February 10 , 2017.
The undersigned on behalf of Tangiers Global, LLC, hereby elects to convert
$_______________________ of the aggregate outstanding Principal Amount (as
defined in the Note) indicated below of this Note into shares of Common Stock,
$0.001 par value per share, of eWellness Healthcare Corporation (the "Company"),
according to the conditions hereof, as of the date written below. If shares are
to be issued in the name of a person other than undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the holder for any
conversion, except for such transfer taxes, if any. The undersigned represents
as of the date hereof that, after giving effect to the conversion of this Note
pursuant to this Conversion Notice, the undersigned will not exceed the "Restricted Ownership Percentage" contained in this Note.
Conversion information:
Date to Effect Conversion
Aggregate Principal Sum of Note Being Converted
Aggregate Interest/Fees of Principal Amount Being Converted
Remaining Principal Balance
Number of Shares of Common Stock to be Issued
Applicable Conversion Price
Signature
Name
Address
EXHIBIT B
WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
EWELLNESS HEALTHCARE CORPORATION
The undersigned, being directors of eWellness Healthcare Corporation, a Nevada
corporation (the "Company"), acting pursuant to the Bylaws of the Corporation,
do hereby consent to, approve and adopt the following preamble and resolutions:
Convertible Note with Tangiers Global, LLC
The board of directors of the Company has reviewed and authorized the following
documents relating to the issuance of a Fixed Convertible Promissory Note in the
amount of $100,000 with Tangiers Global, LLC.
The documents agreed to and dated February 10 , 2017 are as follows:
8% Fixed Convertible Promissory Note of eWellness Healthcare Corporation
Irrevocable Transfer Agent Instructions
Certificate of Corporate Secretary
The board of directors further agree to authorize and approve the issuance of
shares to the Holder at Conversion prices that are below the Company's then
current par value.
IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed
this unanimous written consent as of February 10 , 2017.
_________________________________
By:
Its:
EXHIBIT C
NOTARIZED CERTIFICATE OF CORPORATE SECRETARY OF
EWELLNESS HEALTHCARE CORPORATION
(Two Pages)
The undersigned, _______________________ is the duly elected Corporate Secretary
of eWellness Healthcare Corporation, a Nevada corporation (the "Company").
I hereby warrant and represent that I have undertaken a complete and thorough
review of the Company's corporate and financial books and records, including,
but not limited to, the Company's records relating to the following:
(A) The issuance of that certain Fixed Convertible Promissory Note dated
February 10 , 2017 (the "Note Issuance Date") issued to Tangiers Global, LLC
(the "Holder") in the stated original principal amount of $100,000 (the "Note");
(B) The Company's Board of Directors duly approved the issuance of the Note to
the Holder;
(C) The Company has not received and does not contemplate receiving any new
consideration from any persons in connection with any later conversion of the
Note and the issuance of the Company's Common Stock upon any said conversion;
(D) To my best knowledge and after completing the aforementioned review of the
Company's stockholder and corporate records, I am able to certify that the
Holder (and the persons affiliated with the Holder) are not officers, directors,
or directly or indirectly, ten percent (10.00%) or more stockholders of the
Company and none of said persons has had any such status in the one hundred
(100) days immediately preceding the date of this Certificate;
(E) The Company's Board of Directors have approved duly adopted resolutions
approving the Irrevocable Instructions to the Company's Stock Transfer Agent
dated February 10 , 2017;
(F) Mark the appropriate selection:
___ The Company represents that it is not a "shell company," as that term is
defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and
has never been a shell company, as so defined; or
___ The Company represents that (i) it was a "shell company," as that term is
defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended,
(ii) since ______, 201__, it has no longer been a shell company, as so defined,
and (iii) on _______, 201__, it provided Form 10-type information in a filing
with the Securities and Exchange Commission.
(G) I understand the constraints imposed under Rule 144 on those persons who are
or may be deemed to be "affiliates," as that term is defined in Rule 144(a)(1)
of the Securities Act of 1933, as amended.
(H) I understand that all of the representations set forth in this Certificate
will be relied upon by counsel to Tangiers Global, LLC in connection with the
preparation of a legal opinion.
I hereby affix my signature to this Notarized Certificate and hereby confirm the
accuracy of the statements made herein.
Signed: ____________________________________ Date: __________________
Name: ____________________________________ Title: ___________________
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS ________ DAY OF ____________________
2017.
Commission Expires:______________
____________________________________
Notary Public
