Exhibit 10.1 


 


SUBSCRIPTION AGREEMENT


 


 This Subscription
Agreement (the “Agreement”), dated as of August 31, 2015 (the “Agreement”), is entered into by
and between (the “Subscriber”) and Event Cardio Group Inc., a Nevada corporation (the “Company”).


 


WHEREAS,
the Company is offering to the Subscriber (the “Offering”) __________ shares of its common stock, par value $0.001
per share (the “Purchased Common Stock”) and a warrant to purchase an additional _______ shares of common stock of
the Company for an exercise price of $0.10 per share (the “Warrant” and collectively with the Purchased Common Stock,
the “Securities”) and the Subscriber wishes to purchase, and the Company wishes to sell to the Subscriber, upon the
terms and conditions stated in this Agreement, the Purchased Common stock and the Warrant;


 


WHEREAS,
the Company and the Subscriber are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of Regulation
D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the 1933 Act;
and


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants and agreements hereinafter set forth, and intending to be legally bound,
the parties hereby agree as follows:




ARTICLE I


PURCHASE OF SECURITIES


 


Section 1.1 Purchase
of the Securities. Subject to the terms and conditions of this Agreement, the Subscriber purchases from the Company, and
the Company agrees to issue and sell to the Subscriber the Securities for an aggregate purchase price payable in US dollars
   (the “Purchase Price”). The Warrant will be exercisable for a period of approximately four (4)
years commencing on the Closing for $0.10 per share and the terms and form of the Warrant will otherwise be subject to the
mutual agreement of the Subscriber and the Company. This Agreement shall not be binding upon the Company until it has been
accepted by the Company as evidenced by the Company’s execution and delivery of this Subscription Agreement to
the Subscriber.


 


Section 1.2 Payment.
Simultaneously herewith, the Subscriber shall make a wire transfer payment or deliver to the Company Subscriber’s good check
made out to the Company or its Counsel, in the amount of the Purchase Price. Upon receipt of the Purchase Price the Company will
issue the Warrant to subscriber and instruct its transfer agent to deliver the Purchased Common Stock to the Subscriber.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to the Subscriber that:


 


Section 2.1 Organization
and Qualification. The Company is a corporation validly existing and in good standing under the laws of the State of Nevada
and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted.


 


Section 2.2 Issuance
of Securities. Prior to the Closing, the Securities will be duly authorized and, upon issuance in accordance with the terms
hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof and the Purchase
Common Stock shall be fully paid and non-assessable with the Subscriber being entitled to all rights accorded to a holder of Common
Stock. The offer and issuance by the Company of the Purchased Common Stock is exempt from registration under the Securities Act
of 1933, as amended (the “1933 Act”).


 


Section 2.3 No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection
with the offer or sale of the Securities.



     


     

    







Section 2.4 SEC
Reports.   The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. 
As of their respective dates, the SEC Reports complied in all material respects with the requirements of the 1933 Act and the
Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except
as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. 


 


ARTICLE III


SUBSCRIBER’S REPRESENTATIONS
AND WARRANTIES


 


The Subscriber hereby
represents and warrants to the Company:


 


Section 3.1 Authorization.
The Subscriber has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Subscriber,
will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with the terms hereof.


 


Section 3.2 No
Public Sale or Distribution. The Subscriber is acquiring the Securities in the ordinary course of business for its own account
and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales
registered or exempted under the 1933 Act and the Subscriber does not have a present arrangement to effect any distribution of
the Purchase Common Stock, or the shares that may be purchased on exercise of the Warrant, to or through any person or entity.
The Subscriber does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any
of the Purchase Common Stock or the shares that may be purchased on exercise of the Warrant.


 


Section 3.3 Accredited
Investor Status. The Subscriber is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
D, and all of the statements, answers and information contained in the Investor Questionnaire previously completed by the Subscriber
are true and correct as of the Closing Date.


 


Section 3.4 Reliance
on Exemptions. The Subscriber understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Subscriber's compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility
of the Subscriber to acquire the Securities.


 



    


    	 



    




Section 3.5 Information.
The Subscriber has been furnished with or has had access at the EDGAR Website of the Securities and Exchange Commission to the
SEC Reports.  In addition, the Subscriber has received in writing from the Company such other information concerning its
operations, financial condition and other matters as the Subscriber has requested in writing and considered all factors the Subscriber
deems material in deciding on the advisability of investing in the Securities. Subscriber has carefully read, and understands
the information in the SEC Reports. Neither such inquiries nor any other due diligence investigations conducted by the Subscriber
or its advisors, if any, or its representatives shall modify, amend or affect the Subscriber's right to rely on the Company's
representations and warranties contained herein. The Subscriber understands that its investment in the Securities involves a high
degree of risk and is able to afford a complete loss of such investment. The Subscriber has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.\


 


Section
3.6 Legends. The Subscriber understands that the certificates or other instruments representing the Common Shares shall
bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


 


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first written above.


 


 


	 	 	
	 	 	Subscriber
	 	 	 
	ACCEPTED this ____ day of September, 2015,	 	 
	on behalf of Event Cardio Group Inc.	 	 
	 	 	 
	By: 	 	 
	John Bentivoglio	 	 
	President