Common use of What We Need From You Clause in Contracts

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreement, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “Automatic Preferred Conversion”), your Series A Preferred shares into 2,000,000 restricted shares of Common Stock. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the date upon which such conversion was effective (the “Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion. The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificates; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificates, which shall be null and void on the Effective Date. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreement, letter you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Conversion") all of your shares of Series E Preferred Conversion”)Stock with an aggregate value, your Series A Preferred shares including dividends, royalty and interest through September 30, 2016, as well the Future Payments, equal to $181,296.51 into 2,000,000 restricted Common Stock of the Company at a conversion price equal to approximately $0.035 per share (the "Conversion Price") resulting in the issuance of 5,116,421 shares of Common Stock, subject to adjustment only for the contemplated reverse stock split. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original the certificate or certificates (the "Certificates"), if applicable, representing the 13,843 shares of Series A E Preferred share certificates; providedowned by you, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Certificates, which shall be null and void on the Effective Date. 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 12 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Series E Preferred Stock and you will be waiving any rights that you have as an owner of Series E Preferred Stock. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: ____________________ ACCEPTED AND AGREED: _________________________ Xxxxxx Xxxxxx Date: ________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreement, letter you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your 25,000 shares of Series A D Preferred shares Stock into 2,000,000 restricted Common Stock of the Company, based on their redemption value of $300,000, at a conversion price equal to $0.045 per share (the "Conversion Price") resulting in the issuance of 6,666,666 shares of Common Stock, subject to adjustment only for the contemplated reverse stock split. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original the certificate or certificates (the "Certificates"), if applicable, representing the 25,000 shares of Series A D Preferred share certificates; providedowned by you, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Certificates, which shall be null and void on the Effective Date. 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 12 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation thatthat you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Series D Preferred Stock and you will be waiving any rights that you have as an owner of Series D Preferred Stock including, but not limited to accrued and unpaid dividends (which are hereby agreed to be frozen as in regards to accruing for such dividends until February 15, 2017) and liquidated damages, if any issued to you. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxx Xxxxxxxx Title: Chief Financial Officer Date: _________________________ ACCEPTED AND AGREED: TYUMEN HOLDINGS, LLC By:___________________________ Name: Xxxxxxx Xxxxxxxx Title: Managing Partner Date: _________________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares the Note Obligation of $602,145.21 into 2,000,000 restricted Common Stock of the Company at a conversion price equal to $0.045 (the "Conversion Price") resulting in the issuance of 13,381,004 shares of Common Stock, subject to adjustment only for the contemplated reverse stock split. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Note, which shall be null and void on the Effective Date. In addition, the Note Obligation will increase based on accrued interest as the event the Automatic Conversion will occur after September 30, 2016. 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 12 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation thatthat you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Note Obligations. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: ____________________ ACCEPTED AND AGREED: ADP MANAGEMENT CORPORATION By:___________________________ Name: Xxxxx Xxxxxxx Title: Authorized Signatory Date: ___________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert convert, upon closing of the Offering (the “Automatic Preferred Conversion”), your Series A Preferred shares the Note Obligation into 2,000,000 restricted shares of Common Stockcommon stock of the Company at a conversion price equal to the price per share of common stock paid by the investors in the Offering (the “Conversion Price”). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the Conversion Price and date upon which such conversion was effective (the “Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Note, which shall be null and void on the Effective Date. In addition, the Note Obligation will increase based on accrued interest in the event the Automatic Conversion occurs after June 30, 2017. Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of common stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of six (6) months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before ninety (90) days from the date hereof). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Note Obligations. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before ninety (90) days from the date hereof, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, DUOS TECHNOLOGIES GROUP, INC. By: Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer ACCEPTED AND AGREED: _________________________ Xxxxxx Xxxxxxxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert convert, contingent upon and at the time of closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares the Conversion Amount into 2,000,000 restricted shares of Common Stockcommon stock (the "Conversion Shares") of the Company at a conversion price equal to the price per share of common stock paid by the investors in the Offering (the "Conversion Price"). Pursuant to the terms and conditions of the Note, the Company shall continue to make its monthly interest payments as set forth on Schedule 1 hereto, beginning on September 1, 2017 with a payment of $63,632.69 representing July 2017, August 2017 and September 2017 interest payments and payments thereafter according to Schedule 1 until the Maturity Date. Notwithstanding the foregoing, on the Maturity Date (as defined in the Note), you shall have the right, but not the obligation, to "put" to the Company any Conversion Shares issued to you pursuant to the Automatic Conversion that have not been sold for redemption in cash, in the amount equal to the number of such put Conversion Shares multiplied by the Conversion Price, payable within five days of the Company's receipt of written notice indicating such election by the Holder. Additionally, you will also be issued warrants, on the same terms and in substantially the same form offered to investors in the Offering (the "Warrants"), except that such Warrants will be restricted securities, and will not trade on the OTC Markets OTCQB. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion duos technologies group, inc. | 0000 xxxxxxxxxx xxxxx xxxxx | suite 310 | jacksonville,fl 32216 was effective (the “"Effective Date”") and together with a new Note reflecting the number terms of restricted shares of Common Stock the old Note, except to be issued to you upon conversionthe extent such terms have been modified by this letter. The Automatic Preferred Conversion Convers ion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date Date. For the avoidance of doubt, whether or not you surrender your the original Series A Preferred share certificatesNote, which such original Note shall be null and void upon execution of a new Note satisfactory to both you and the Company. The Company shall provide a draft new Note for your review and execution no less than 72 hours in advance of the Automatic Conversion Notice. Additionally, in connection with the Automatic Conversion, you executed and delivered, as a condition to the Company's issuance and delivery of the shares of common stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of six (6) months beginning on the Effective Datedate of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will remain in full force and effect in connection with the Offering through September 30, 2017. By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before ninety (90) days from the date hereof, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement, together with the Note, contains the entire understandi ng between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement , and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, DUOS TECHNOLOGIES GROUP, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer ACCEPTED AND AGREED: GPB DEBT HOLDINGS II, LLC By: /s/ Xxxx Xxxxxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxxxxx Title: Managing Partner ***SIGNATURE PAGE TO LETTER AGREEMENT *** SCHEDULE I Interest Payment Amount Date of Payment $63,632.69(l) September l, 2017 $21,281.64 October 1, 2017 $21,317.1l November 1, 2017 $21,352.64 December 1, 2017 $21,388.22 January 1, 2018 $21,000.00(2) February 1, 20 18 $21,035.00 March 1, 2018 $21,070.06 April 1, 2018(3)

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreement, letter you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares into 2,000,000 restricted 20,000 shares of Series D Preferred Stock into Common StockStock of the Company, based on their redemption value of $72,000, at a conversion price equal to a 20% discount to the price per share paid by investors in the Offering (the "Conversion Price"). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original the certificate or certificates (the "Certificates"), if applicable, representing the 20,000 shares of Series A D Preferred share certificates; providedowned by you, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Certificates, which shall be null and void on the Effective Date. Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 12 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Series D Preferred Stock and you will be waiving any rights that you have as an owner of Series D Preferred Stock (including, but not limited to accrued and unpaid dividends (which are hereby agreed to be frozen as in regards to accruing for such dividends until February 15, 2017) and liquidated damages, if any) issued to you. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: _________________________ ACCEPTED AND AGREED: __________________________ Date: ____________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert convert, upon closing of the Offering (the “Automatic Preferred Conversion”), your Series A Preferred shares the Note Obligation into 2,000,000 restricted shares of Common Stockcommon stock of the Company at a conversion price equal to the price per share of common stock paid by the investors in the Offering (the “Conversion Price”). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the Conversion Price and date upon which such conversion was effective (the “Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Note, which shall be null and void on the Effective Date. In addition, the Note Obligation will increase based on accrued interest in the event the Automatic Conversion occurs after June 30, 2017. Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of common stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of six (6) months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before ninety (90) days from the date hereof). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Note Obligations. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before ninety (90) days from the date hereof, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, DUOS TECHNOLOGIES GROUP, INC. By: Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer ACCEPTED AND AGREED: _________________________

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation each of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You undersigned hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares the Xxxxxxxx Entities Obligation of $3,876,737 into 2,000,000 restricted Common Stock of the Company at a conversion price equal to $22.50 (the "Conversion Price") resulting in the issuance of 172,299 shares of Common StockStock (such number of shares reflects the Company's contemplated reverse stock split of 1:500). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you you, on behalf of the undersigned, prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your any original Series A Preferred share certificatesinstruments memorializing the Xxxxxxxx Entities Obligation, including without limitation, original promissory notes; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatessuch instruments, all of which shall be null and void on the Effective Date. You will also be required to provide the Company with share issuance instructions for you and the Xxxxxxxx Entities. In addition, the Company acknowledges that the Xxxxxxxx Entities Obligation and the corresponding number of shares issuable upon the Automatic Conversion will increase based on accrued interest as the Automatic Conversion will not occur until after September 30, 2016. Additionally, in connection with the Automatic Conversion, each of the undersigned will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities owned in the Company for a period of 12 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered shortly and each of the undersigned will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation thatthat each of the undersigned have reviewed this Letter Agreement (and consulted with legal and tax advisors to the extent deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, each of the undersigned understand that they will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to the undersigned with respect to the Xxxxxxxx Entities Obligation. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxx Xxxxxxxx Title: Chief Financial Officer Date: ____________________ ACCEPTED AND AGREED: ____________________________ Xxxxxxx Xxxxxxxx, Individually Date: ___________________ BLUESTONE ADVISORS, LLC By:___________________________ Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory Date: ___________________ BLACKHAWK PROPERTIES, LLC By:___________________________ Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory Date: ___________________ BANYAN INVESTMENT COMPANY LLC By:___________________________ Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory Date: ___________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx THE MARK AND XXXXX XXXXXXXX FOUNDATION By:___________________________ Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory Date: ___________________ TYUMEN HOLDINGS, LLC By:___________________________ Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory Date: ___________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares Account Payable Amount of $73,667.00 into 2,000,000 restricted shares Common Stock of Common Stockthe Company at a conversion price equal to the price per share paid by investors in the Offering (the "Conversion Price"). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion was effective (the “"Effective Date”) "). Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the number Company's issuance and delivery of restricted the shares of Common Stock to underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 6 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be issued delivered to you upon conversion. The Automatic Preferred Conversion Notice shortly and you will also contain instructions on surrendering need to the Company your original Series A Preferred share certificates; provided, however, the Automatic Preferred Conversion shall be effective on return such lock up letter prior to the Effective Date whether or not you surrender your original Series A Preferred share certificates, which shall (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on the Effective Dateor before February 15, 2017). 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation thatthat you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Account Payable Amount. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: __________________________ ACCEPTED AND AGREED: ______________ By:___________________________ Name: Title: Date: __________________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreement, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreementletter, you agree to accept shares of the Company’s restricted common stock as described below as full compensation in exchange for all outstanding Warrants and Series A D Preferred shares. As of April 19, 2021 our records indicate that you own Warrants entitling you to purchase _____ shares of Common Stock and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any have rights to ______ shares of Common Stock based on your ownership of _____ Series A D Preferred sharesShares at the current conversion price of $1.60. You hereby agree by your signing of this Letter Agreement to automatically exchange your Warrants to purchase _____ shares of Common Stock into ______ restricted shares of Common Stock upon the closing of the Offering (the “Automatic Warrant Conversion”). Within ten (10) business days of the closing date of the Offering, the Company shall send you instructions on surrendering to the Company your original Warrants; provided, however, the Automatic Warrant Conversion shall be effective on the date of the closing of the Offering, whether or not you surrender your original Warrants, which shall be null and void on such date. You also hereby agree by your signing of this Letter Agreement to automatically convert your ____ Series D Preferred Shares into ____ restricted shares of Common Stock upon the closing of the Offering (the “Automatic Preferred Conversion”), your Series A Preferred shares into 2,000,000 restricted shares of Common Stock. Upon the triggering Within ten (10) business days of the Automatic Preferred Conversiondate of the closing of the Offering, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the date upon which such conversion was effective (the “Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion. The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original the certificate representing you Series A D Preferred share certificatesShares; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date date of the closing of the Offering whether or not you surrender your original Series A Preferred share such certificates, which shall be null and void on such date. All shares being issued pursuant to this Letter Agreement are being issued pursuant to an exemption from registration afforded by Section 4(a)(2) of the Effective DateSecurities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the SEC. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares the Total Debenture Obligation into 2,000,000 restricted shares of Common StockStock and Warrants to purchase Common Stock at an exercise price equal to the exercise price of the Warrants registered in the Offering ("Conversion Warrants") at a conversion price equal to the combined price per share and warrant paid by investors in the Offering (the "Conversion Price") By way of example, in the event the Total Debenture Obligation is $500,000 and the Conversion Price is $15.00, then the terms of the Automatic Conversion shall result in the issuance of 33,333 shares of Common Stock and Conversion Warrants to purchase 33,333 shares of Common Stock to you. The terms of the Conversion Warrants will be substantially similar to the Warrants being included in the Offering, except such Conversion Warrants will be a restricted security and will not trade on NASDAQ. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion was effective (the “"Effective Date”") and the number of restricted shares of Common Stock and Conversion Warrants to be issued to you upon conversion. The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesDebenture; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Debenture, which shall be null and void on the Effective Date. 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx In connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock and Conversion Warrants underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of all of the securities that you own in the Company, including but not limited to the Conversion Warrants and New Series F Warrants (as defined below) for a period of 6 months beginning on the Effective Date, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). Additionally, in order to meet the NASDAQ listing requirements, among other things, the Company is diligently working to eliminate liabilities from its balance sheet. Accordingly, upon triggering the Automatic Conversion, your Series F Warrants will be terminated and will be of no further force and effect. In consideration of such termination, you will be issued new warrants (the "New Series F Warrants") to purchase an identical number of shares of Common Stock of the Company at an exercise price equal to the Conversion Price, substantially in the form attached hereto as Exhibit A. Specifically, the New Series F Warrants will, among other things, eliminate Section 3(b) of the Series F Warrants in order to eliminate the derivative liability caused by such provision. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert convert, upon closing of the Current Offering (the “Automatic Preferred Conversion”), your Series A Preferred shares the Debt Obligation into 2,000,000 restricted shares of Common Stockcommon stock of the Company at a conversion price equal to $1.00 (the “Conversion Price”). Additionally, you will also be issued a warrant to purchase ______ shares of the Company’s common stock at an exercise price equal to $1.00 (the “Warrants”). The Warrants will be restricted securities and will not trade on the OTC Markets OTCQB. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the date upon which such conversion was effective (the “Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Note, which shall be null and void on the Effective Date. By your agreement In addition, the Debt Obligation will increase based on accrued interest in the event the Automatic Conversion occurs after October 16, 2017 in the amount of $______ per day. Additionally, by signing below you agree to enter into a new lock up letter (the “New Lock Up Letter”) prohibiting the sale or other transfer of all securities that you own in the Company, subject to the terms and acknowledgment conditions of the New Lock Up Letter, for a period of 365 days commencing on the date the Current Offering is consummated. Further, by signing below, this Third Amended Letter Agreement shall serve as written confirmation that:that you have reviewed this Third Amended Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Debt Obligation. Notwithstanding anything contained herein, in the event the Current Offering is not consummated on or before ninety (90) days from the date hereof, this Third Amended Letter Agreement will terminate and shall be of no further force and effect. This Third Amended Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Third Amended Letter Agreement. This Third Amended Letter Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law principles. This Third Amended Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Third Amended Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Third Amended Letter Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Third Amended Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order to more effectively accomplish the purposes of this Third Amended Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, DUOS TECHNOLOGIES GROUP, INC. By: Name: Gxxxxx X. Xxxxxxx Title: Chief Executive Officer ACCEPTED AND AGREED: _________________________

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert convert, upon closing of the Offering (the “Automatic Preferred Conversion”), your Series A Preferred shares the Debt Obligation into 2,000,000 restricted shares of Common Stockcommon stock of the Company at a conversion price equal to the price per share of common stock paid by the investors in the Offering (the “Conversion Price”). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the Conversion Price and date upon which such conversion was effective (the “Effective Date”) ). In addition, the Debt Obligation will increase based on accrued interest in the event the Automatic Conversion occurs after June 30, 2017. Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the number Company's issuance and delivery of restricted the shares of Common Stock to common stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of six (6) months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be issued delivered to you upon conversion. The Automatic Preferred Conversion Notice shortly and you will also contain instructions on surrendering need to the Company your original Series A Preferred share certificates; provided, however, the Automatic Preferred Conversion shall be effective on return such lock up letter prior to the Effective Date whether or not you surrender your original Series A Preferred share certificates, which shall (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before ninety (90) days from the Effective Datedate hereof). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Debt Obligation. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before ninety (90) days from the date hereof, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, DUOS TECHNOLOGIES GROUP, INC. By: Name: Xxxxxx Xxxxxxxx Title: Chief Financial Officer ACCEPTED AND AGREED: _________________________ Xxxxxx X. Xxxxxxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares the Note Obligation into 2,000,000 restricted shares Common Stock of Common Stockthe Company at a conversion price equal to a 20% discount to the price per share paid by investors in the Offering (the "Conversion Price"). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Note, which shall be null and void on the Effective Date. In addition, the Note Obligation will increase based on accrued interest as the event the Automatic Conversion will occur after September 30, 2016. 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 877-219-6050 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 6 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Note Obligations. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 877-219-6050 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: _________________________ ACCEPTED AND AGREED: ___________________________ Date: ______________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 877-219-6050 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreement, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreementletter, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Warrant shares, Series A C Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Warrant shares or Preferred Series A C shares and include, but not limited to, any accrued dividends owed, Public Information Failure, and any penalties associated with the Company’s failure to meet its securities registration obligations As of March 31, 2017 our records indicate that you own 50,000 Warrant shares and have rights to 149 Preferred Series C shares based on the ownership of Series C Preferred shares, accrued Series C Preferred share dividends plus the conversion of all accrued penalties convertible into Series C Preferred shares. You will hereby agree to automatically convert upon your signing of this Letter Agreement (the “Automatic Warrant Conversion”), your 50,000 Warrant shares into 50,000 restricted shares of Common Stock. Within ten (10) business days of date of your signing this Letter Agreement, the Company shall send you instructions on surrendering to the Company your original Warrants; provided, however, the Automatic Warrant Conversion shall be effective on the signing of this Letter Agreement whether or not you surrender your original Warrants, which shall be null and void on such date. You will hereby agree to automatically convert upon closing of the Offering (the “Automatic Preferred Conversion”), your Series A C Preferred shares into 2,000,000 restricted shares of Common Stock. The Automatic Preferred Conversion shall be calculated as follows: Your Series C Preferred shares shall convert to Common Stock by taking the number of Series C Preferred shares you own times (i) a factor of 115 divided by (ii) 80% of the per share price of Common Stock in the Offering (the “Re-IPO Price”). By way of example, if you own 1,000 Series C Preferred Shares and the Re-IPO Price is $10.00 per share, you will receive (1,000 x 115) divided buy (10.00 times 0.8) or 14,375 shares of Common Stock Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “Automatic Preferred Conversion Notice”) specifying the conversion price and date upon which such conversion was effective (the “Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion. The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A C Preferred share certificates; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A C Preferred share certificates, which shall be null and void on the Effective Date. By your agreement and acknowledgment below, this Letter Agreement shall serve as written confirmation that:

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares the Note Obligation into 2,000,000 restricted shares Common Stock of Common Stockthe Company at a conversion price equal to a 20% discount to the price per share paid by investors in the Offering (the "Conversion Price"). Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion was effective (the “"Effective Date”) and the number of restricted shares of Common Stock to be issued to you upon conversion"). The Automatic Preferred Conversion Notice will also contain instructions on surrendering to the Company your original Series A Preferred share certificatesNote; provided, however, the Automatic Preferred Conversion shall be effective on the Effective Date whether or not you surrender your original Series A Preferred share certificatesthe Note, which shall be null and void on the Effective Date. In addition, the Note Obligation will increase based on accrued interest as the event the Automatic Conversion will occur after September 30, 2016. Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the Company's issuance and delivery of the shares of Common Stock underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 6 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be delivered to you shortly and you will need to return such lock up letter prior to the Effective Date (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on or before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Note and the Note Obligations. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2016, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: _________________ ACCEPTED AND AGREED: ___________________________ Date: _____________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx

What We Need From You. As of March 31, 2017 our records indicate that you own 10,000,000 Series A Preferred shares which are convertible into 25,000,000 shares of Common Stock. Under the terms of the Series A Preferred Stock Certificate of Designation, as amended, the Reverse Split will not result in a proportionate adjustment to the conversion ratio of the Series A Preferred Stock. By executing and delivering this Letter Agreementletter, you agree that, upon the Company’s implementation of the Reverse Split, your 25,000,000 (as converted) shares of Common Stock will be reduced to 2,000,000 shares of Common Stock (the “Reverse Split Reduction”). In addition, by executing and delivering this Letter Agreement, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Series A Preferred shares, and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Series A Preferred shares. You hereby agree to automatically convert upon closing of the Offering (the “"Automatic Preferred Conversion”"), your Series A Preferred shares Account Payable Amount of $42,500 into 2,000,000 restricted Common Stock of the Company at a conversion price equal to $0.035 per share (the "Conversion Price") resulting in the issuance of 1,214,286 shares of Common Stock, subject to adjustment only for the contemplated reverse stock split. Upon the triggering of the Automatic Preferred Conversion, the Company shall send you prompt written notice (the “"Automatic Preferred Conversion Notice”") specifying the Conversion Price and date upon which such conversion was effective (the “"Effective Date”) "). 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Additionally, in connection with the Automatic Conversion, you will need to execute and deliver, as a condition to the number Company's issuance and delivery of restricted the shares of Common Stock to underlying the Automatic Conversion, a lock-up agreement prohibiting the sale or other transfer of securities that you own in the Company for a period of 12 months beginning on the date of the closing of the Offering, in form and substance reasonably required by the Underwriter. The foregoing lock up letter will be issued delivered to you upon conversion. The Automatic Preferred Conversion Notice shortly and you will also contain instructions on surrendering need to the Company your original Series A Preferred share certificates; provided, however, the Automatic Preferred Conversion shall be effective on return such lock up letter prior to the Effective Date whether or not you surrender your original Series A Preferred share certificates, which shall (such lock up letter will include language that it will be null and void in the event the Offering is not consummated on the Effective Dateor before February 15, 2017). By your agreement and acknowledgment signing below, this Letter Agreement shall serve as written confirmation that:that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Conversion at the Conversion Price as described herein. Upon the Effective Date of such conversion, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to the Account Payable Amount. Notwithstanding anything contained herein, in the event the Offering is not consummated on or before February 15, 2017, this Letter Agreement will terminate and shall be of no further force and effect. This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement. ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK*** 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below. Very truly yours, ACTIVECARE, INC. By: ___________________________ Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: _________________ ACCEPTED AND AGREED: ___________________________ Xxxxxx Xxxxxx Date: __________________ 0000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxx XX 00000 P 000-000-0000 I F 000-000-0000 xxx.xxxxxxxxxx.xxx