SUBSCRIPTION AGREEMENT


 


This Subscription Agreement dated as
of May 26, 2016 (the “Agreement”), is entered into between 2508817 Ontario Limited, a company organized under
the laws of the Province of Ontario, Canada (the “Subscriber”), and Event Cardio Group Inc., a Nevada corporation
(the “Company”)


 


Preliminary Statement


 


Subscriber desires
to purchase, and the Company is willing to sell to the Subscriber, upon the terms and conditions stated in this Agreement, 5,000,000
shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), together with
warrants (the “Warrants”) to purchase an additional 2,500,000 shares of common stock (“the “Warrant Shares”),
for a total purchase price of $(US) 500,000 (the “Purchase Price”). The Warrants, in the form annexed hereto as Exhibit
A, may be exercised for a period commencing on the date of issuance and ending on May 26, 2019, at an initial exercise price of
$US 0.25 per share. The Shares, Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”) are referred to collectively herein as the “Securities”).


 


The Company and
the Subscriber are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Regulation S, as promulgated by the United States Securities and Exchange Commission under United States Securities Act of
1933, as amended (the “Securities Act”).


 


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 agrees to purchase from the Company,
and the Company agrees to issue and sell to the Subscriber, the Shares and Warrants for the Purchase Price.


 


Section 1.2 Payment.
Payment of the Purchase Price shall be made on or before May 27, 2016 by wire transfer of immediately available funds to an account
designated by the Company. Upon receipt of payment the Company will deliver to the Subscriber one or more certificates evidencing
the Warrants and instruct its transfer agent to deliver to the Subscriber promptly thereafter one or more certificates evidencing
the Shares. The Company shall have the right to terminate this Agreement if it has not received the Purchase Price by June 3,
2016, it which case this Agreement shall have no further force or effect, and the Company shall have no obligation to issue the
Shares or Warrants.


 





 





ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to the Subscriber that:


 


Section 2.1 Organization,
Good Standing and Authority. The Company is a corporation duly incorporated, 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 Due Execution and
Delivery; Valid and Binding Agreement. The execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and no further
consent or authorization of the Company, its Board of Directors, or its shareholders is required.  This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms.


 






    	 	

	 



    	 



    

Section 2.3 Issuance
of Securities. The issuance of the Securities in accordance with the terms of this Agreement has been 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 Shares, and the Warrant Shares issuable upon exercise of the Warrants in accordance with the terms
thereof, shall be fully paid and non-assessable with the Subscriber being entitled to all rights accorded to a holder of Common
Stock. Assuming the accuracy of the representations and warranties of the Subscriber in Section 3.3 hereof, the offer and issuance
by the Company of the Securities is exempt from registration under the Securities Act.


 




 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 Securities 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 Securities 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.


 





Section 2.5 Capitalization.
The Company authorized capital consists of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, undesignated
as to series. No shares of preferred stock have been issued or are outstanding. Schedule I annexed hereto sets forth the number
of shares of Common Stock outstanding and the all securities of the Company convertible into, or exchangeable or exercisable for,
shares of Common Stock.


 


Section 2.6 Use
of Proceeds. Schedule II annexed hereto sets forth the Use of Proceeds from the sale of the Shares and Warrants.


  






    	 	

	 



    	 



    

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 Securities Act and the Subscriber does not have a present arrangement to effect any distribution
of the Securities, 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 Securities.


 


Section 3.3 Regulation
S Exemption. (a) The Subscriber understands that the Securities are being offered and sold in reliance on an exemption from
the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities
Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability
of the Investor to acquire the Securities. In this regard, the Subscriber represents, warrants and agrees that:








(a) The Subscriber
is not a U.S. Person (as defined in the Securities Act) and is not an affiliate (as defined in Rule 501(b) under the Securities
Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person.


 


(b) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement,
the Subscriber was outside of the United States.


 


(c)The
Subscriber will not, during the period commencing on the date of issuance of the Securities and ending on the first anniversary
of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Securities in the United States, or to a U.S. Person for the account
or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.


 


(d)The
Subscriber will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Securities only pursuant
to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and
foreign securities laws.


 


(e)The
Subscriber was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in,
any short selling of or any hedging transaction with respect to the Securities, including without limitation, any put, call or
other option transaction, option writing or equity swap.


 






    	 	

	 



    	 



    

(f)Neither
the Subscriber nor or any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S.
Person with respect to the Securities and the Subscriber and any person acting on his behalf have complied and will comply with
the “offering restrictions” requirements of Regulation S under the Securities Act.


 


(g)The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S.
Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(h)Neither
the Subscriber nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for
any of the Securities. The Subscriber agrees not to cause any advertisement of the Securities to be published in any newspaper
or periodical or posted in any public place and not to issue any circular relating to the Securities, except such advertisements
that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories,
and only in compliance with any local applicable securities laws.


 


(i)Each
certificate representing the Securities shall be endorsed with the following legends, in addition to any other legend required
to be placed thereon by applicable federal or state securities laws:


 


(A)“THE
SECURITIES 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.”


 


(B)“TRANSFER
OF THESE SECURITIES 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.”


 


(q) The
Subscriber consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company,
if any, in order to implement the restrictions on transfer of the Securities set forth in this Section.


 


 


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. Further, if this transaction is not being conducted in accordance with Regulation
S and Subscriber is an accredited investor, in lieu of the legends set forth above, the certificates representing the Securities
will have a restrictive “Securities Act” legend imprinted thereon


 






    	 	

	 



    	 



    

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.


 


 


ARTICLE IV


MISCELLANEOUS


 


Section 4.1 Governing
Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located
in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and
venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon
forum non conveniens. The Company and Subscriber waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and
consents to process being served in any suit, action or proceeding in connection with this Agreement 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 Agreement 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 law.


 


Section 4.2 Entire Agreement;
Amendments. This Agreement (including the exhibits and schedules annexed hereto) contains the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties.


 


Section 4.3 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or electronic mail, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by electronic mail, at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur. The addresses for such communications shall be:


 






    	 	

	 



    	 



    

If to the Company, to EVENT CARDIO GROUP INC., 7694 Colony
Palm Drive, Boynton Beach, Florida 33436, Attn: John Bentivoglio, Chief Executive Officer, e-mail: johnb@eventcardiogroup.com.


 


If to the Subscriber: to the address specified on the signature
page hereof.


 


Each party shall provide notice to the other party of any
change in address.


 


Section 4.4 No
Broker of Finder. Each party represents and warrants to the other that no person or entity is entitled to any broker’s
finder’s or similar fee in connection with the transaction contemplated hereby.


 


Section 4.5 Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.  Neither the Company
nor the Subscriber shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the
other.


 


Section 4.6 Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section 4.7 Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


Section 4.8 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party.





 


Section 4.9 Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


 


 


[Signature Page is on the Following
Page]


 






    	 	

	 



    	 



    

Signature Page to Subscription Agreement


	 





IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.


 



EVENT CARDIO GROUP, INC.






By:
/s/ John Bentivoglio


John
Bentivoglio


President
and CEO











 


2508817
ONTARIO LIMITED


 


By:
/s/ Ignazio Genua


Name:
Ignazio Genua


Title:
Authorized Representative


 


Business
Number 779229293


c/o
- Ignazio Genua


98
Ridley Boulevard


Toronto,
Ontario M5M 3L7


Canada


E-mail
address:







 




    	 



    	 



    

 


Exhibit
A


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


EVENT
CARDIO GROUP INC.


Warrant Shares: 2,500,000 Initial Exercise Date: May
27, 2016


 


THIS COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 2508817 Ontario Limited (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on May 26,
2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Event Cardio Group, Inc.,
a Nevada corporation (the “Company”), up to two million five hundred thousand (2,500,000) shares (the “Warrant
Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
Capitalized terms used herein without definition shall have the following meaning:


 


“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.


 


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


 


“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.


 


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


 






    	 	

	 



    	 



    

Section 2.Exercise


 


a) Exercise.
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of
the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing
to the registered Holder at the address of such Holder appearing on the books of the Company); and, within three Trading Days
of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise
Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank.


 


b) Surrender.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days of the date the
final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any
objection to any Notice of Exercise Form within three Business Days of receipt of such notice. 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 Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof.


 


c)Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be twenty-five US cents ($US 0.25), subject
to adjustment hereunder (the “Exercise Price”).


 


d)Mechanics
of Exercise.


 


                                                                    
i.         Authorization of Warrant Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes,
liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).


 


                                                                  
ii.         Delivery of Certificates Upon Exercise. Certificates for shares purchased
hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s
prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system
if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the
Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant
(if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).
This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares
shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company
of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(v) prior to the issuance
of such shares, have been paid.


 



    	 	

	 



    	 



    




                                                                 
iii.         Delivery of New Warrants Upon Exercise. If this Warrant shall have
been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time
of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights
of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.


 


                                                                 
iv.         No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise
be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.                      


                              
v.         Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the
name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


                                                                 
vi.         Closing of Books. The Company will not close its stockholder books
or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.


 


Section 3.Certain
Adjustments.


 


a)             
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or
otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted.
Any adjustment made pursuant to this Section 3(a) 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 Warrant 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
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 (each “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition
of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
event. For purposes of any such exercise, the determination of the Exercise 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 Exercise 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 exercise of this Warrant 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 warrant consistent with the foregoing provisions and evidencing
the Holder’s right to exercise such warrant 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 3(b) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction
that is an all cash transaction, whereby the holders of Common Stock immediately prior to such event are to receive cash in substitution
for their shares, and, upon the exercise of this Option the Holder is entitled to receive an amount in cash which, on a per share
basis is less than the Exercise Price then in effect, this Agreement shall be deemed to have terminated as of the date of such
change 


 


c)             
Calculations. All calculations under this Section 3 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 3, 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 treasury shares, if any) issued and outstanding.


 


d)            
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


e)             
Notice to Holder


 





                                                                    
i.         Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise
Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters
into a Variable Rate Transaction (as defined in the Purchase Agreement) despite the prohibition thereon in the Purchase Agreement,
the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise
price at which such securities may be converted or exercised.


 



    	 	

	 



    	 



    




                                                                  
ii.         Notice to Allow Exercise 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 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; (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 mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company,
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 mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice
to the effective date of the event triggering such notice.


 


Section 4.Transfer
of Warrant.


 


a)             
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d)
hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without
limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having
a new Warrant issued.


 


b)            
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.


 


c)             
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 






    	 	

	 



    	 



    

d)            
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act
and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that
(i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel acceptable
to the Company (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)
to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities
or blue sky laws, and (ii) the Holder or transferee execute and deliver to the Company an investment letter in form and substance
acceptable to the Company, and (iii) the transferee is not a U.S. Person (as defined in Rule 902(k) of Regulation S under the
Securities Act or is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated
under the Securities Act.


 


Section 5.Miscellaneous.


 


a)             
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(c)(ii).


 


b)            
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)             
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


d)             Authorized
Shares.


 


The Company
covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed.


 


Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise
of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under
this Warrant.


 






    	 	

	 



    	 



    

Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


e)             
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Purchase Agreement.


 


f)             
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


g)            
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the
fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any
of its rights, powers or remedies hereunder.


 


h)            
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


i)              
Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability
of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


j)              
Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and
not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)            
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


 


l)              
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


m)           
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n)            
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


********************



    	 	

	 



    	 



    





 


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


 






	EVENT
                                         CARDIO GROUP, INC.

         

         

	By:__________________________________________

        John
        Bentivoglio

        President
        and CEO

         



 







    	 



    	 



    

NOTICE OF EXERCISE


 


To:
EVENT CARDIO GROUP, INC.


 


(1)  The undersigned
hereby elects to purchase ________ shares of common stock of the Company (“Warrant Shares”) pursuant to the terms
of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.


 


(2)  Payment
shall take the form of in lawful money of the United States.


 


(3)  Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


_______________________________


The Warrant Shares shall be delivered
to the following DWAC Account Number or by physical delivery of a certificate to:


_______________________________


_______________________________


_______________________________


 


(4)  Status
of Holder Exercising Warrant: The undersigned is (check the applicable boxe(s) below):






[ ] an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended; or


 


[ ] not a “U.S. Person”
as defined in of Rule 902(k) of Regulation S under the Securities Act.


 


 


Name:
____________________________________________________


 


Signature:
_________________________________________________


 


Date:
______________________________________________________




    	 



    	 



    

 


ASSIGNMENT FORM


(To assign the foregoing warrant,
execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


_______________________________________________
whose address is


_______________________________________________________________.


_______________________________________________________________


 


Dated: ______________, _______


 


Holder’s Signature:_____________________________


 


Holder’s Address:_____________________________


 


_____________________________


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form must correspond with the name as it appears
on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence
of authority to assign the foregoing Warrant.


 






    	 	

	 



    	 



    

 


Schedule I


 


Capitalization


 


The capitalization of the Corporation is 135,895,856 issued and outstanding shares of
common stock plus approximately 57,000,000 shares issuable upon conversion of outstanding convertible debt and the exercise of
outstanding warrants and options.  Not all of the warrants and options have as of yet been fully documented.  Accordingly
the number of shares of common stock outstanding on a fully diluted basis is approximately 192,895,856.







    	 



    	 



    

 


Schedule II


 


USE OF PROCEEDS


 


The proceeds of this sale, together with the $(US)500,000
being received from the concurrent sale of securities of the Company, will be used to (i) fund the payment of $(CDN)1,025,000
due to Nicholas Bozza and affiliates pursuant to the terms of an agreement whereby the Company, among other things, shall redeem
20,000,000 shares of the common stock of the Company and (ii) fund the continued development of the Company’s cardiac device
and initiate initial production of the product.