Toxic Avenger Friday, 06/16/17 12:26:21 PM Re: None 0 Post # of 92946 Do we think Crown Bridge might be hoping for a default? There are a few reasons for default. " At any time after the occurrence of an Event of Default (as defined herein) , the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of this Note then outstanding into shares of the Company's common stock (the " Common Stock ") at a price for each share of Common Stock equal to the lesser of (i) the closing price of the Common Stock on the Issue Date and (ii) 60% of the average of the three lowest trading prices of the Common Stock as reported on the principal market for the Common Stock, for the twenty five prior trading days" 8. If one or more of the following described "Events of Default" shall occur (each an “Event of Default”): (a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or (b) Any of the representations or warranties made by the Company herein or in any agreement entered into by the Company in connection with the execution and delivery of this Note, shall be false or misleading in any respect; or (c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or (d) The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or (e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or (f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or (g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or (h) Defaulted on or breached any term of any other note of similar debt instrument in excess of $50,000 into which the Company has entered and failed to cure such default within the appropriate grace period; or (i) The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC; (j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board; (k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or (l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder. (m) The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or (n) The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange). When you think "there can't be that many people falling for this", remember the Bernie Madoff story and recall that over $50 BILLION of smart money fell for a great story.