Event Cardio Group Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT EVENT CARDIO GROUP, INC.
Event Cardio Group Inc. • March 11th, 2015 • Metal mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MEDPAC ASIA PACIFIC PTY. LTD. (Australian Company Number 604 389 577). (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 the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Event Cardio Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.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).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 24th, 2015 • Event Cardio Group Inc. • Metal mining

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

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 22nd, 2016 • Event Cardio Group Inc. • Metal mining • New York

This Subscription Agreement dated as of May 26, 2016 (the “Agreement”), is entered into between 1789134 ONTARIO LTD., a company organized under the laws of the Province of Ontario, Canada (the “Subscriber”), and Event Cardio Group Inc., a Nevada corporation (the “Company”)

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 15th, 2016 • Event Cardio Group Inc. • Metal mining • Maryland

This STOCK PURCHASE AGREEMENT is entered into as of June 30, 2016 (this “Agreement”) by EVENT CARDIO GROUP INC., a Nevada corporation (the “Buyer”), and RICHARD F. OWSIK (“Owsik”) and JOSEPH K. HASHIM (“Hashim”), the shareholders (each a “Shareholder,” collectively, the “Shareholders”) of AMBUMED, INC., a Maryland corporation t/a NATIONAL CARDIAC MONITORING CENTER (the “Company”) and CAPITAL CARDIAC, LLC ( “Capital Cardiac”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • June 28th, 2016 • Event Cardio Group Inc. • Metal mining • Nevada

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 24th day of June, 2016, by and among Event Cardio Group Inc., a Nevada corporation (the “Company”), and the stockholders of 2375757 Ontario Inc., an Ontario corporation (“Ontario”), who are signatories to this Agreement (the “Stockholders”).

SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Subscription Agreement • February 2nd, 2015 • Event Cardio Group Inc. • Metal mining • New York

This Regulation S Subscription and Investment Representation is entered into this 28th day of January, 2015 between Event Cardio Group, Inc., a Nevada corporation (the “Company), and Louis Sitaras, an individual (the “Investor”).

SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Subscription Agreement • February 2nd, 2015 • Event Cardio Group Inc. • Metal mining • New York

This Regulation S Subscription Agreement and Investment Representation (this “Agreement”) is entered into this 29th day of January, 2015 between Event Cardio Group, Inc., a Nevada corporation (the “Company), and Louis P. Solferino, an individual (the “Investor”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • September 9th, 2014 • Sunrise Holdings LTD • Metal mining • New York

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of this 8th day of September, 2014 (the "Effective Date") by and between Sunrise Holdings Limited, a Nevada corporation (the "Company") and the record and beneficial shareholders of 2340960 Ontario Inc. (“ECG”) executing this Agreement (the "Shareholders").

SUMMARY OF DISTRIBUTION AGREEMENT TERMS
Summary of Distribution Agreement • March 11th, 2015 • Event Cardio Group Inc. • Metal mining

Concurrently herewith the parties are entering into a Regulation S Subscription Agreement and Investment Representation whereby Medpac Asia Pacific Pty Ltd “Medpac” is acquiring a Convertible Note (the “Note”) of Event Cardio Group, Inc. (“ECGI”), in the original principal amount of $ US 500,000. As a condition to its purchase of the Note, Medpac requested and ECGI agreed to enter into distribution agreements with respect to ECGI’s Breastcare and Now Cardio devices.

LOAN AGREEMENT
Loan Agreement • November 17th, 2014 • Event Cardio Group Inc. • Metal mining • New York
SUBSCRIPTION AGREEMENT
Subscription Agreement • February 17th, 2016 • Event Cardio Group Inc. • Metal mining

This Subscription Agreement (the “Agreement”), dated as of the date set forth on the Signature Page (the “Agreement”), is entered into by and between the undersigned subscriber (the “Subscriber”) and Event Cardio Group Inc., a Nevada corporation (the “Company”)

SECURITY AGREEMENT
Security Agreement • August 25th, 2015 • Event Cardio Group Inc. • Metal mining • New York

THIS SECURITY AGREEMENT, dated as of July 27, 2015, by and between Event Cardio Group, Inc., a Nevada corporation (“Grantor”) and 2399371 Ontario, Inc., an Ontario corporation (the “Secured Party”).

SHARE PURCHASE AND OPTION AGREEMENT
Share Purchase and Option Agreement • June 22nd, 2016 • Event Cardio Group Inc. • Metal mining • Ontario

(collectively, the “Purchased Shares”) as well as the repayment by the Company to the Vendor of the Bozza Advances, in each case on an “as is, where is” basis and for aggregate cash consideration payable jointly and severally by the Company, 840 and 905 to the Vendor of CDN$1,025,000; and

Sunrise Holdings in Definitive Agreement to Acquire Event Cardio Group in Share Exchange
Sunrise Holdings LTD • September 9th, 2014 • Metal mining

DATELINE – Sunrise Holdings, Limited (OTCQB: SUIP) a Nevada public company, has entered into a definitive share exchange agreement to acquire 2340960 Ontario Inc. d/b/a Event Cardio Group (“ECG”), a company dedicated to cardiac medical device innovation, patient monitoring and cardiac event prediction.

Contract
Event Cardio Group Inc. • March 19th, 2015 • Metal mining
EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2016 • Event Cardio Group Inc. • Metal mining

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 8, 2016 (the “Commencement Date”), by and among Ambumed, Inc., a Maryland corporation d/b/a/ National Cardiac Monitoring Center (the “Company”), having an address at P O Box 307, Glenelg, Maryland 21737, Event Cardio Group Inc., a Nevada corporation, having its principal office at 7694 Colony Palm Drive, Boynton Beach Florida 33436 (the “Parent”), and Joseph K. Hashim, residing at 21 Fairview Ave. apt 224, Tuckahoe, NY 10707 (the “Executive”).

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • November 17th, 2014 • Event Cardio Group Inc. • Metal mining • Ontario

Nicholas D. Bozza and Gianfranco Bentivoglio, of the Town of Thorold, in the Province of Ontario and Taunton Ravenscroft Inc. a corporation duly incorporated under the laws of the Province of Ontario;

EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2015 • Event Cardio Group Inc. • Metal mining • New York

AGREEMENT dated as of the 27th day of August, 2015 between Event Cardio Group, Inc., a Nevada corporation (the “Company”), and John Bentivoglio (the “Executive”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 16th, 2014 • Sunrise Holdings LTD • Metal mining • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 14, 2014, by and between Sunrise Lighting Holdings Limited (“SLH”), Shaojun Sun (“SSun”) and Xuguang Sun (“XSun,” collectively with SLH and SSun, the “Sellers,” individually, a “Seller”) and John Bentivoglio (the “Buyer”).

PROMISSORY NOTE
Promissory Note • November 17th, 2014 • Event Cardio Group Inc. • Metal mining • Ontario

This Note is issued pursuant to a Loan Agreement dated as of the 20th day of May, 2014 among 2340960 Ontario Inc., an Ontario Corporation, (“Parent”) as borrower, Event Cardio Group, Inc., a Canadian corporation (the “Company”), Taunton Ravenscroft Inc. (“TR”), John Bentivoglio (“JB”) and Nicholas Bozza (“NB”), as guarantors, 2399371 Ontario Inc., an Ontario corporation, as lender (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement.

Sunrise Holdings' Unit in Licensing Agreement for BreastCare DTS(TM) With Life Medical Technologies
Sunrise Holdings LTD • October 31st, 2014 • Metal mining

BreastCare DTS(TM) Is Patented, Non-Invasive, FDA-Cleared Cancer Detection Device; Agreement Gives Sunrise Exclusive Distribution Rights in US, Canada, China

LICENSE AGREEMENT
License Agreement • October 27th, 2014 • Sunrise Holdings LTD • Metal mining • New York

This License Agreement is made as of October 17, 2014 (the “Effective Date”), by and between, Life Medical Technologies, Inc., a Delaware corporation ("LMT" or “Licensor”), and Efil Sub of ECG Inc., a Delaware corporation ("Efil” or “Licensee”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 24th, 2015 • Event Cardio Group Inc. • Metal mining

This Subscription Agreement (the “Agreement”), dated as of the date set forth on the Signature Page (the “Agreement”), is entered into by and between the undersigned subscriber (the “Subscriber”) and Event Cardio Group Inc., a Nevada corporation (the “Company”).

PROMISSORY NOTE
Promissory Note • August 25th, 2015 • Event Cardio Group Inc. • Metal mining • New York

Pursuant to a Loan Agreement dated as of the 20th day of May, 2014 among 8401144 Canada Inc. formerly known as Event Cardio Group Inc. (“formerECG”), 2340960 Ontario Inc., an Ontario Corporation which had been the parent of former ECG (the “Company” herein), as borrower, Taunton Ravenscroft Inc. (“TR”), Gianfranco Bentivoglio (“JB”) and Nicholas D. Bozza (“NB” and collectively with TR and JB, the “Controlling Shareholders”), as guarantors, and 2399371 Ontario Inc., an Ontario corporation (the “Lender”), as lender (the “Loan Agreement”), the Company issued its Promissory Note dated May 20, 2014, in the original principal amount of Cdn$583,000 to Lender (the “Original Note”) to evidence the loan in such amount (the “Loan”).

THIS AGREEMENT made in duplicate and effective as of the 5th day of June 2014. B E T W E E N:
Agreement • November 17th, 2014 • Event Cardio Group Inc. • Metal mining • Ontario

2340960 Ontario Inc., a company incorporated pursuant to the laws of the Province of Ontario (“2340960”) and Event Cardio Group Inc. (“ECGI”) a company incorporated pursuant to the laws of Canada;

REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION Preliminary Statement
Regulation S Subscription Agreement • March 11th, 2015 • Event Cardio Group Inc. • Metal mining • New York

Event Cardio Group, Inc., a Nevada corporation (the “Company”), is offering up to US$2,000,000 principal amount of its 8% convertible notes due January 31, 2018 in the form annexed hereto as Exhibit A (the “Notes”). The Notes are convertible into shares of the Company’s common stock at an initial conversion price of $0.15 per share, and, in the case of the Notes to be issued to the subscribers for the first US$500,000 principal amount of Notes to be issued in this offering, if prepaid by the Company at any time the volume weighted average price of the common stock for the preceding ten trading days is less than $0.15 per share, the holders of the Notes in the aggregate principal amount of US$500,000 will be entitled to receive warrants to purchase one percent of the then outstanding shares of common stock exercisable for a period of three years at an exercise price of $0.15 per share, but which may be exercised on a cashless basis (the “Warrants”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 22nd, 2016 • Event Cardio Group Inc. • Metal mining • New York

This Subscription Agreement dated as of June , 2016 (the “Agreement”), is entered into between Zhenli Xu (the “Subscriber”), and Event Cardio Group Inc., a Nevada corporation (the “Company”)

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