“THE SECURITIES AND THE SECURITIES INTO
WHICH THIS SECURITY MAY BE CONVERTED ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THESE SECURITIES AND THE
SECURITIES INTO WHICH THIS SECURITY MAY BE CONVERTED IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 


Original Issue Date: March 4, 2015


Original Conversion Price (subject to adjustment
herein): $0.15


 


$500,000


 


 


8% CONVERTIBLE NOTE


DUE JANUARY 31, 2018


 


THIS NOTE is one of a
series of duly authorized and validly issued 8% Convertible Notes of Event Cardio Group, Inc., a Nevada corporation, (the “Company”),
having its principal office at 2798 Thamesgate Drive, Mississauga, Ontario, Canada L4T 4E8, designated as its 8% Convertible Notes
due January 31, 2018, as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner
provided herein, this “Note” and, collectively with the other such series of notes, the “Notes”).


 


FOR VALUE RECEIVED, the
Company promises to pay to MEDPAC ASIA PACIFIC PTY. LTD. (Australian Company Number 604 389 577) or its registered assigns (the
“Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of US$500,000 on January 31,
2018 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided
hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note,
all in accordance with the provisions hereof. This Note is subject to the following additional provisions:


 


Section 1.Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Bankruptcy
Event” means any of the following events: (a) the Company commences a case or other proceeding under any
bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof; (b) there is commenced against
the Company any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company is
adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d)
the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not
discharged or stayed within 60 calendar days after such appointment; (e) the Company makes a general assignment for the
benefit of creditors; (f) the Company calls a general meeting of all or substantially all of its creditors for the stated
purpose of arranging a composition, adjustment or restructuring of its debts; or (g) the Company, by any act or document,
expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other
action for the purpose of effecting any of the foregoing.


 






    	 



    	 



    

“Business
Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Common
Stock” means the common stock, par value $.001 per share, of the Company and stock of any other class of securities
into which such securities may hereafter be reclassified or changed into.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the
terms hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Regulation S Subscription Agreement and Investor Representation, dated as of February 3, 2015 among
the Company and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the OTC Bulletin Board.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the Common Stock
is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink
Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of
a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company.


 


Section 2.Interest.


 


a)                 
Payment of Interest. The Company shall pay interest in cash to the Holder from the Date of Original Issuance on the aggregate
unconverted and then outstanding principal amount of this Note at the rate of 8% per annum, payable annually on January 31 of
each year commencing January 31, 2016, on each Conversion Date (as to that principal amount then being converted), on each Optional
Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (each such date, an “Interest
Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the
next succeeding Business Day); provided, however, that the Holder upon written notice to the Company may elect to
have accrued but unpaid interest added to the principal amount of this Note in lieu of any interest payment.


 


b)                 
Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day
periods, and shall accrue daily on the outstanding principal balance commencing on the Original Issue Date until payment in full
of the principal sum, together with all accrued and unpaid interest, and other amounts which may become due hereunder, has been
made. Interest shall cease to accrue with respect to any principal amount converted, provided that the Company actually delivers
the Conversion Shares within the time period required by Section 4(d)(ii) herein. Interest hereunder will be paid to the Person
in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note
Register”).


 


a)                 
Prepayment. The Company, at its option, may prepay all (but not less than all) of the principal amount of this Note, together
with any interest accrued thereon to the date of redemption (the “Redemption Date”) upon ten (10) days prior
written notice to the Holders (the “Notice of Redemption’); provided, however, the Holder may elect to convert
the outstanding principal amount of this Note pursuant to Section 4 prior to actual payment in cash for such redemption by the
delivery of a Notice of Conversion to the Company, and further provided, that if upon receipt of a Notice of Redemption the Holder
does not elect to convert this Note, and the VWAP for the Ten Trading Days immediately preceding the date of the Notice of Redemption
is less than $0.15, the Company shall issue to Holders of the Note on the Redemption Date warrants to purchase that number of
shares of its Common Stock equal to 1% of the total number of shares of Common Stock outstanding on the Redemption Date (the “Total
Warrant Shares”) in the form annexed hereto as Annex I (the “Warrants”). The Warrants shall be exercisable
on or before the third anniversary of the Redemption Date at an exercise price of $0.15 per share, but provide for the exercise
of the Warrants on a cashless basis.


 


Section 3.
Registration of Transfers and Exchanges.


 


a)                 
Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer
or exchange.


 


b)                 
Investment Representations. This Note has been issued (as one of the "Securities" identified thereunder) subject
to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged
only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.


 


c)                 
Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company may treat the
Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and the Company shall not be affected by notice
to the contrary.


 


Section 4.
Conversion.


 


a)                  Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be
convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to
time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached
hereto as Annex B (a “Notice of Conversion”), specifying therein the principal amount of this Note
to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that
such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to
physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid
interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records
showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any
Notice of Conversion within 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or
discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The
Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be
less than the amount stated on the face hereof.


 


b)                 
Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.15, subject to adjustment
herein (the “Conversion Price”).


 


		c)	Mechanics of Conversion.



 


                                                                   
i.                       
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of shares of Common Stock issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted
by (y) the Conversion Price.


 


                                                                 
ii.                       
Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates
representing the Conversion Shares which, on or after the Effective Date, shall be free of restrictive legends and trading restrictions
(other than those which may then be required by the Purchase Agreement) representing the number of shares of Common Stock being
acquired upon the conversion of this Note and (B) a check in the amount of accrued and unpaid interest (unless the Holder by written
notice to the Company has elected to add the amount of accrued interest otherwise payable to the principal amount of this Note
to be converted).


 


                                                               
iii.                        Obligation
Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in
accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that
such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the
event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the Company may
not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder,
restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company
posts a surety bond for the benefit of the Holder in the amount of 125% of the outstanding principal amount of this Note,
which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the
underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the
absence of such injunction, the Company shall issue Conversion Shares and, if applicable, cash in payment of accrued
interest, upon a properly noticed conversion.


 


                                                               
iv.                       
Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders
of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions
set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the
conversion of the outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.


 



    	 



    	 



    




                                                                 
v.                       
Fractional Shares. Upon a conversion hereunder the Company shall not be required to issue stock certificates representing
fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a
share based on the VWAP at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder shall be
entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.


 


                                                               
vi.                        Transfer
Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made
without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or
delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of
the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


 


Section 5.Certain
Adjustments.


 


a)                 
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock; (B) subdivides
outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case
of a subdivision, combination or re-classification.


 


b)                  Fundamental
Transaction. If, at any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in
one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or
another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such
conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate
Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new promissory note consistent with the foregoing provisions and evidencing the Holder’s right to convert such
debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(b) and
insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


c)                 
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued
and outstanding.


 


d)                
Notice to the Holder.


 


                                                                   
i.                       
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5,
the Company shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.


 


                                                                 
ii.                        Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the
Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to
subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of
the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to
which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company
shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in
each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this
Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share
exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not
affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this
Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such
notice.


 


Section 6.
Events of Default.


 


a)                 
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event
and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):


 


                                                                   
i.                       
any default in the payment of (A) the principal amount of any Note or (B) interest and other amounts owing to a Holder on any
Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within
five Trading Days;


 


                                                                 
ii.                       
the Company shall fail to observe or perform any other covenant or agreement contained in the Notes which failure is not cured,
if possible to cure, within the earlier to occur of (A) five Trading Days after notice of such failure sent by the Holder or by
any other Holder and (B) ten Trading Days after the Company has become aware of such failure;


 


                                                               
iii.                       
any representation or warranty made in this Note or the Purchase Agreement, any written statement pursuant hereto or thereto or
any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect
in any material respect as of the date when made or deemed made; or


 


                                                               
iv.                       
the Company shall be subject to a Bankruptcy Event;


 


b)                 
Remedies Upon Event of Default. If any Event of Default occurs and is continuing without being waived by the Holder or
cured by the Company, the outstanding principal amount of this Note, plus accrued but unpaid interest, and other amounts owing
in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable
in cash (the “Default Amount”). Upon the payment in full of the Default Amount, the Holder shall promptly surrender
this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide,
and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and
without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and
the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant
to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 


Section 7.Miscellaneous.


 


a)                 
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by electronic mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address set forth above, Attention: John Bentivoglio,
President and CEO, or by electronic mail to johnb@eventcardiogroup.ca or such other address as the
Company may specify for such purpose by notice to the Holder delivered in accordance with this Section. Any and all notices or
other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by electronic
mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the electronic mail or other address
of such Holder appearing on the signature page of the Purchase Agreement or in any transfer document delivered to the Company,
as applicable, or such other address as such Holder may specify for such purpose by written notice to the Company delivered in
accordance with this Section. Any notice or other communication or deliveries hereunder shall be deemed given and effective on
the earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail at the address
specified in this Section 8 prior to 5:30 p.m. (New York City time), (ii) the date immediately following the date of transmission,
if such notice or communication is delivered via electronic mail at the address specified in this Section 8 between 5:30 p.m.
(New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of timely
delivered to a nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. Refusal to accept delivery shall constitute delivery.


 


b)                  Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, and accrued interest, as applicable, on this Note at
the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the
Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth
herein.


 


c)                 
Lost or Mutilated Debenture. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost,
stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon
receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and a customary indemnity agreement
reasonably satisfactory to the Company.


 






    	 



    	 



    

d)                 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall, to the
greatest extent permitted by applicable law, be governed by and construed and enforced in accordance with the internal laws
of the State of New York and federal laws of the United States of America, without regard to any principles of conflicts of
law thereof that would defer to the substantive laws of any other jurisdiction. Each party agrees that all legal
proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by the Purchase Agreement
(whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of the Purchase Agreement), and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The preceding consents
to New York governing law and jurisdiction and venue in New York State's Supreme Court have been made by the parties in
reliance (at least in part) on Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, as amended
(as and to the extent applicable), and other applicable law. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it
under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by
applicable law. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each
party, knowingly and intentionally and to the fullest extent permitted by applicable law, hereby absolutely, unconditionally,
irrevocably and expressly waives forever trial by jury. If either party shall commence an action or proceeding to enforce any
provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for
its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or
proceeding.


 


e)                 
Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the
Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this
Note. Any waiver by the Company or the Holder must be in writing.


 


f)                  
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all
other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal
of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded
the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.


 


g)                 
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 



    	 



    	 



    




h)                 
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.


 


i)                    Assumption. 
Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental
Transaction, all of the obligations of the Company under this Note and the other Transaction Documents pursuant to written
agreements in form and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and
(ii) issue to the Holder a new promissory note of such successor entity evidenced by a written instrument substantially
similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal
to the principal amount and the interest rate of this Note and having similar ranking to this Note, which shall be
satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed).  The provisions of this
Section 8(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to
any limitations of this Note.


 


j)                   
Purchase Agreement. This Note is one of the Notes referred to in the Purchase Agreement. All of the applicable provisions
of the Purchase Agreement are incorporated herein by reference and made a part hereof. In the event that any specific provision
of this Note conflicts or is inconsistent with any specific term or provision contained in the Purchase Agreement, the specific
term or provision of the Purchase Agreement shall control and be given effect. However, this Agreement contains provisions that
are in addition to those contained in the Purchase Agreement, which each are cumulative with and not alternatives to each other,
and which shall not be deemed or construed to be in conflict or inconsistent with the Purchase Agreement because they are not
contained in it.


 


k)     
Amendment; Holder is a Party. This Note may not be supplemented, modified, amended, restated, waived, extended, discharged
or terminated orally. This Note may only be (i) supplemented, modified, amended or restated in a writing signed by the Company
and the Holder (or in the case of a restated or replacement Note, consented to in a separate writing by the Holder if the Holder
elects not to sign such Debenture) and (ii) waived, extended, discharged or terminated in a writing signed by the party against
whom such waiver, extension, discharge or termination would have to be enforced. By accepting this Note, the Holder acknowledges
and agrees that the Holder (A) is a "party" and one of the "parties" for the purposes of this Note and (A)
is contractually bound by the provisions hereof applicable to it as a party or one of the parties.


 


IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by a duly authorized officer as of the date first above indicated.


 


	 	 	EVENT CARDIO GROUP, INC.
	 	 	By:
	 	 	John Bentivoglio President and CEO






 













    	 



    	 



    

ANNEX A


 


NOTICE OF CONVERSION





 


The undersigned
hereby elects to convert principal under the 8% Convertible Note due January 31, 2018 of Event Cardio Group, Inc., a Nevada corporation
(the “Company”), into shares of common stock, par value $.001 per share (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in
the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and
is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any.


 


 


	Conversion calculations:
	Date to Effect Conversion:
	 
	Principal Amount of Note to be Converted:
	 
	Payment of Interest in Common Stock __ yes __ no
	If yes, $_____ of Interest Accrued on Account of Conversion at Issue.
	 
	Number of shares of Common Stock to be issued:
	 
	Signature:
	 
	Name:
	 
	Address:




 




    	 



    	 



    

 


Schedule 1


 


CONVERSION SCHEDULE


 


The 8% Convertible Note due on January
31, 2018 in the aggregate principal amount of $____________ are issued by Event Cardio Group, Inc. This Conversion Schedule reflects
conversions made under Section 4 of the above referenced Note.


 


 Dated:


 
	 
 Date of Conversion
 (or for first entry, Original Issue Date)
	 
 Amount of Conversion
	 
 Aggregate Principal Amount Remaining Subsequent to Conversion
 (or original Principal Amount)
	 
 Company Attest

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  

	 
  
  
	 
  
	 
  
	 
  



 


 


Annex I – Form of Warrant