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
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
COMMON STOCK PURCHASE WARRANT EWellness Healthcare Corporation Warrant Shares: 68,750 Initial Exercise Date: February 10, 2017Common Stock Purchase Warrant • May 8th, 2017 • eWELLNESS HEALTHCARE Corp • 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
8% FIXED CONVERTIBLE PROMISSORY NOTE OF EWELLNESS HEALTHCARE CORPORATIONConvertible Note • May 8th, 2017 • eWELLNESS HEALTHCARE Corp • 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
