Notice of Default Relating to $5,040,000 Principal Amount Secured
Convertible Note with Hillair Capital Management LLC and Entry
into Agreement for Stock for Asset Reorganization

On September 3, 2015, Content Checked Holdings, Inc, (the
Company) entered into a Securities Purchase Agreement (the
Securities Purchase Agreement) with Hillair Capital Investments
LP (Hillair Investments) and its assignee Hillair Capital
Management LLC (Hillair Management) (Hillair Investments and
Hillair Management are hereinafter collectively referred to as
Hillair) to which the Company agreed to sell and Hillair agreed
to buy an 8% Senior Secured Convertible Debenture in the
aggregate principal amount of $5,040,000 (the Debenture).

to the terms of the Securities Purchase Agreement, the Company,
on September 3, 2015, issued to Hillair the Debenture in exchange
for $5,040,000. Further to the terms of the Securities Purchase
Agreement and the Debenture, the Company agreed to pay Hillair
the principal sum of $5,040,000.00 (the Principal Sum) on or
before July 1, 2017 (the Maturity Date).

Prior to the Maturity Date, the Company was required under the
terms of the Securities Purchase Agreement and the Debenture to
make periodic redemption payments of principal and accrued
interest to Hillair (the Periodic Redemption Payments). In
addition to the Principal Sum, the Company agreed to pay Hillair
interest on the Principal Sum at the rate of 8% per annum, which
interest was payable to Hillair quarterly beginning July 1, 2016
and on January 1, April 1, July 1 and October 1 of each year
thereafter (the Quarterly Interest Payments) as well as on the
date a Periodic Redemption Payment, as defined in the Debenture,
was due.

In connection with the Debenture, and to secure repayment of the
Debenture and all other and further obligations of the Company to
Hillair, on September 3, 2015, the Company and Hillair executed a
Security Agreement (the Security Agreement) to which Hillair was
granted a security interest in essentially all of the assets of
the Company, including but not limited to the Companys
intellectual property, to secure payment and performance of the
respective obligations and liabilities of the Company to Hillair,
and which Security Agreement provides, among other things, that
upon a breach of the terms of the Debenture, Hillair is entitled
to take possession of the assets of the Company.

In addition to the Security Agreement, and as an additional
instrument to secure repayment of the Debenture and all other and
further obligations of the Company to Hillair, on September 3,
2015, the Companys wholly owned subsidiary, Content Checked,
Inc., a Wyoming corporation (the Company Subsidiary) entered into
and executed a Subsidiary Guarantee Agreement (the Subsidiary
Guarantee) in favor of Hillair to which the Company Subsidiary
unconditionally guaranteed the complete repayment of the Companys
obligations to Hillair under the Debenture.

Due to various business issues and challenges affecting the
Companys ability to successfully implement its business model on
a timely basis, the Company, since its existence, has not been
able to generate sustained and meaningful revenue, and has been
unable to reduce its cash burn rate to a level more commensurate
with its stage of development and revenue producing horizons.
Because of the Companys challenges to generate meaningful
near-term revenue, the Company, on or about October 1, 2016,
committed one or more defaults under the terms of the Debenture
and Securities Purchase Agreement due to its inability to timely
pay required Periodic Redemption Payments and Quarterly Interest
Payments.

As a result of the Companys defaults under the terms of the
Debenture and Securities Purchase Agreement, Hillair, on or about
December 27, 2016, declared the entire unpaid balance of the
Debenture immediately due and payable, and made demand upon the
Company for payment of the sums due and owing under the terms of
the Debenture. Because of the Companys compromised financial
condition, the Company was not, and has not been, capable of
meeting Hillairs December 27, 2016 demand for payment.

On or about January 23, 2017, Hillair filed an action against the
Company and the Company Subsidiary in the Los Angeles County
Superior Court (West District) for the purpose of securing
payment of the sums due and owing Hillair under the terms of the
Debenture (the Action). In the Action, Hillair sought and
obtained an order appointing a receiver over the assets of the
Company and the Subsidiary Company in which Hillair has a
security interest (the Assets), and the Court appointed receiver
has taken possession of the Assets.

Given the existence of the Action and appointment of a receiver
over the Companys and the Subsidiary Companys assets, the severe
constraints on the Companys ability to improve its cash position,
the inability of the Company to attract any further equity
investment and its inability to pay employees on a going forward
basis, the Company has had to consider strategic alternatives for
the Companys business, including the advisability of immediately
ceasing all business operations. Over the course of its
consideration of strategic alternatives, the Company has had a
series of conversations with Hillair regarding the possibility of
restructuring the Debenture and extending further credit terms to
the Company, but Hillair has been unwilling to restructure the
Debenture and extend further credit terms to the Company. The
Company has however received an offer from Hillair to settle the
Action and participate in a reorganization of the Companys assets
such that the Company would sell, assign and transfer the Assets
to a newly formed corporation that will continue the Companys
original business plan with new capital (hereinafter referred to
as Newco), in exchange for thirty percent (30%) of Newcos equity.
Hillair, or its affiliates, would own seventy percent (70%) of
Newcos equity.

The basic terms of the offer received by Hillair which would
result in the Company acquiring thirty percent (30%) of Newcos
equity in exchange for the Assets, and Hillair, or its
affiliates, owning seventy percent (70%) of Newcos equity, has
been set forth in a Settlement Agreement principally entered into
by and between the Company, the Subsidiary Company and Hillair on
April 18, 2017 (the Settlement Agreement). After considering
considerable options regarding the current state of the Companys
business and prospects, the Company and the Subsidiary Company
determined it to be in the best interest of the Company, the
Subsidiary Company and their respective shareholders to enter
into the Settlement Agreement and to pursue the transactions and
agreements set forth therein, including but not limited to
transferring the Assets to Newco in exchange for thirty percent
(30%) of Newcos equity.

The Settlement Agreement contemplates that the Company, Hillair
and Newco will enter into one or more additional definitive
agreements relating to the transactions and agreements described
and set forth in the Settlement Agreement. The parties to the
Settlement Agreement believe that the transactions and agreements
set forth therein will be consummated on or before May 31, 2016.

Item 1.03.

Bankruptcy or Receivership

Appointment of Receiver over the Companys Assets

In connection with the Action referenced in Item 1.01
hereinabove, on or about January 27, 2017 the Court appointed
Joel B. Weinberg (the Receiver) as receiver over the Assets. In
appointing the Receiver, the Court granted the Receiver, among
other matters, the duty and power to take possession, custody and
control of the Assets, including without limitation all related
documents, books, records and accounts of the Company, and the
power to operate the business of the Company as a going concern,
operate the business of the Company for purposes of facilitating
a sale or liquidation of the Company and the Assets, or shutdown
and cease the Companys operations.

On May 16, 2017, the Receiver sold, transferred and assigned the
Assets to Hillair. to the terms of the Settlement Agreement
referenced in Item 1.01 hereinabove, and as more particularly
described in Item 1.01 hereinabove, the Assets are to be
transferred by Hillair to Newco, seventy percent (70%) of whose
equity is to be owned by Hillair, and thirty percent (30%) of
whose equity is to be owned by the Company.

Item 5.02.

Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Chief Financial Officer

On February 8, 2017, John Ballard resigned as Chief Financial
Officer of the Company and any of its affiliates.

Item 9.01.

Financial Statements and Exhibits