PART II AND III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

Amendment 3

TIER 2 OFFERING

OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

EHAVE INC.

(Exact name of registrant as specified in its charter)

Date: July 19, 2022

Ontario, Canada	7371	N/A
(State or Other Jurisdiction of Incorporation)	(Primary Standard Classification Code)	(IRS Employer Identification Number)

100 SE 2nd St., Suite 2000

Miami, FL 33131

Phone: (954) 233-3511

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Please send copies of all correspondence to:

Jonathan D. Leinwand, Esq.

Jonathan D. Leinwand, P.A.

18305 Biscayne Blvd. Suite 200

Aventura, FL 33160

Phone: (954) 903-7856

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

THIS OFFERING STATEMENT SHALL ONLY BE QUALIFIED UPON ORDER OF THE COMMISSION, UNLESS A SUBSEQUENT AMENDMENT IS FILED INDICATING THE INTENTION TO BECOME QUALIFIED BY OPERATION OF THE TERMS OF REGULATION A.

PART I - NOTIFICATION

Part I should be read in conjunction with the attached XML Document for Items 1-6

PART I – END

As submitted to the Securities and Exchange Commission on July 19, 2022

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated July 19, 2022

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

Ehave Inc.

100 SE 2^nd St Suite 2000

Miami, FL 33131

Phone: (954) 233-3511

Offering Total: $5,000,000

Up to a Maximum of 1,000,000,000 Common Shares

A Maximum Offering Price between $0.005 and $.02 per Share*

Maximum Offering of $5,000,000

This is the public offering of securities of Ehave Inc., an Ontario, Canada corporation. We are offering a maximum of 1,000,000,000 shares of our common stock, par value $0.001 per share (“Common Stock”), at an offering price of between $0.005 and $.02 per share (the “Offered Shares”). The price will be fixed and established after qualification. Once the price is set, it will remain fixed for the duration of the Offering. This Offering will terminate on twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”). The minimum purchase requirement per investor is ___,000 Offered Shares ($_________); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 9 of this Offering Circular.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best-efforts basis. Upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, or services without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

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This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

The Company is using the Offering Circular format in its disclosure in this Offering Circular.

Our Common Stock is traded in the OTCMarket Pink Open Market under the stock symbol “EHVVF.”

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 9 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

			Total		Broker
			Number of		Dealer
	Price Per		Shares		discount
Securities Offered by the	Share to		Being		and		Proceeds
Company	Public		Offered		commissions (1)		to issuer (2)
Per Share of Common Stock	$	between $0.005 and $.02 per share		[______]	$	0	$	between $0.005 and $.02 per share
Total Maximum	$	5,000,000		[______]	$	0	$	5,000,000

(1)	We do not intend to offer the Offered Shares through registered broker-dealers.
(2)	This does not account for the payment of expenses of this offering, which is currently estimated to be approximately $150,000. See “Plan of Distribution.”

* We are relying Rule 253(b) with respect to the determination of the purchase price per share of common stock in this preliminary Offering Circular. We will provide final pricing information in a final or supplemental offering circular at the time of sale of shares of our common stock pursuant to this offering. An Issuer may raise an aggregate of $50.0 million in a 12-month period pursuant to Tier 2 of Regulation A of the Securities Act of 1933, as amended (the “Securities Act”).

Our Board of Directors used its business judgment in setting a value of $_______ per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

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TABLE OF CONTENTS

SUMMARY	7
THE OFFERING	8
RISK FACTORS	9
USE OF PROCEEDS	26
DILUTION	27
PLAN OF DISTRIBUTION	28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
BUSINESS	34
MANAGEMENT	44
SUMMARY COMPENSATION TABLE	47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	50
PRINCIPAL STOCKHOLDERS	51
DESCRIPTION OF SECURITIES	53
SECURITIES OFFERED	55
LEGAL MATTERS	56
EXPERTS	56
WHERE YOU CAN FIND MORE INFORMATION	56
Financial Statements	F-1
SIGNATURES	58

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In this Offering Circular, unless the context indicates otherwise, references to “Ehave Inc..”, “Ehave”, “we”, the “Company”, “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Ehave Inc.

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this offering circular and any accompanying offering circular supplements, which we refer to collectively as the offering circular. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell these securities. You should not assume that the information contained in this offering circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an offering circular supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

We, and if applicable, those selling Common Stock on our behalf in this offering, will be permitted to make a determination that the purchasers of Common Stock in this offering are “qualified purchasers” in reliance on the information and representations provided by the purchaser regarding the purchaser’s financial situation. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). For general information on investing, we encourage you to refer to www.investor.gov.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Common Stock is being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering pursuant to Regulation A, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Common Stock offered hereby is offered and sold only to “qualified purchasers” or at a time when our Common Stock is listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D under the Securities Act (“Regulation D”) and (ii) all other investors so long as their investment in our Common Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

1.	an individual net worth, or joint net worth with the person’s spouse, that exceeds $5,000,000 at the time of the purchase, excluding the value of the primary residence of such person; or
2.	earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

● The speculative nature of the business;

● Our reliance on suppliers and vendors;

● Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern;”

● Our ability to effectively execute our business plan;

● Our ability to manage our expansion, growth and operating expenses;

● Our ability to finance our businesses;

● Our ability to promote our businesses;

● Our ability to compete and succeed in highly competitive and evolving businesses;

● Our ability to respond and adapt to changes in technology and customer behavior; and

● Our ability to protect our intellectual property and to develop, maintain and enhance our business strategy.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

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SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Company Information

We are creating a mental health data platform that integrates with our proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and rehabilitation software that is engaging for the patient, and (2) adaptation of custom and third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors. Additionally, the Company’s KetaDash subsidiary provides a platform for medical practitioners to administer healthcare services to patients at home. Our fiscal year-end date is December 31.

We do not incorporate the information on or accessible through our websites into this Offering Circular, and you should not consider any information on, or that can be accessed through, our websites a part of this Offering Circular.

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company’s earnings, capital requirements and other factors.

Trading Market

Our Common Stock is quoted on OTC Market Pink Open Market Sheets under the symbol EHVVF.

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THE OFFERING

Issuer:	Ehave Inc.
Securities offered:	A maximum of 1,000,000,000 shares of our common stock, no par value (“Common Stock”) at an offering price of between $0.005 and $.02 per share. Once the price is set, it will remain fixed for the duration of the Offering (the “Offered Shares”). (See “Distribution.”).
Number of shares of Common Stock outstanding before the offering	251,298,730 issued and outstanding as of January 31, 2022.
Number of shares of Common Stock to be outstanding after the offering	1,251,298,730 if the maximum amount of Offered Shares are sold.
Price per share:	(expected price range between $.005 and $.02).
Maximum offering amount:	1,000,000,000 shares at between $0.005 and $.02 per share, with a maximum total offering amount of $5,000,000 (See “Plan of Distribution”).
Trading Market:	Our Common Stock is quoted on the OTC Markets Pink Open Market Sheets division under the symbol “EHVVF.”
Use of proceeds:	If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses) will be $4,850,000. We will use these net proceeds for working capital and other general corporate purposes.
Risk factors:	Investing in our Common Stock involves a high degree of risk, including: Immediate and substantial dilution. Limited market for our stock. See “Risk Factors.”
Termination	This Offering will terminate on twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”).

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RISK FACTORS

Investment in our common shares involves a high degree of risk. You should carefully consider, among other matters, the following risk factors in addition to the other information in this Annual Report on Form 20-F when evaluating our business because these risk factors may have a significant impact on our business, financial condition, operating results or cash flow. If any of the material risks described below or in subsequent reports we file with the Securities and Exchange Commission (“SEC”) actually occur, they may materially harm our business, financial condition, operating results or cash flow. Additional risks and uncertainties that we have not yet identified or that we presently consider to be immaterial may also materially harm our business, financial condition, operating results or cash flow.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

We have a very limited operating history on which investors can base an evaluation of our business, operating results and prospects. We have no operating history with respect to commercializing our software applications and products. Consequently, it is difficult to predict our future revenues, if any, and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.

We began processes to develop relationships with potential customers and distribution partners in November 2016. Completion of our cognitive assessment and remediation tools and the further development and commercialization of our products is dependent upon the availability of sufficient funds. This limits our ability to accurately forecast the cost of the development of our products. If the markets and applications of our products do not develop as we expect or develop more slowly than we expect, our business, prospects, financial condition and operating results will be harmed.

We have a history of operating losses and expect to continue incurring losses for the foreseeable future.

We were incorporated in 2011. We reported a net loss of $3,514,736for the fiscal year ended December 31, 2020 and had a net loss of $3,637,368 during the fiscal year ended December 31, 2019. As of December 31, 2020, we had an accumulated deficit of $19,729,562. We cannot anticipate when, if ever, our operations will become profitable. We expect to incur significant net losses as we develop and commercialize our products and pursue our business strategy. We intend to invest significantly in our business before we expect cash flow from operations to be adequate to cover our operating expenses. If we are unable to execute our business strategy and grow our business, for any reason, our business, prospects, financial condition and results of operations will be adversely affected.

As reflected in the financial statements for the years ended December 31, 2021, and December 31, 2020, we had no revenues from continuing operations in 2021 and 2020 and need additional cash resources to maintain its operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital. We cannot predict when, if ever, we will be successful in raising additional capital and, accordingly, we may be required to cease operations at any time, if we do not have sufficient working capital to pay our operating costs.

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If we are unable to obtain additional funding, our business operations will be harmed.

We raised an aggregate of $3,014,000 through loans and issuance of convertible debentures and warrants and pursuant to our Regulation A Offering in 2021. We raised an aggregate of $2,238,170 through issuance of convertible debentures and warrants in 2020. We anticipate that we will continue to incur losses and negative cash flows from operations, and that such losses will increase over the next several years due to development costs associated with Ehave Dashboard products and the rollout of Ketadash. As a result of these expected losses and negative cash flows from operations, along with our current cash position, based on our current projections, we may not have sufficient resources to fund operations through the fourth quarter of 2022. To the extent that we are required to raise additional funds to conduct research and acquire facilities, and to cover costs of operations, we intend to do so through additional public or private offerings of debt or equity securities. There are no assurances that we will be successful in obtaining the level of financing needed for our operations, and we may be unable to secure such funding when needed in adequate amounts or on acceptable terms, if at all. Any additional equity financing may involve substantial dilution to our then existing shareholders.

Our independent auditors have expressed their concern as to our ability to continue as a going concern.

We reported an accumulated deficit of $26,316,815 and had a stockholders’ deficit of $522,912 at December 31, 2021. As a result of our financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2021 and 2020 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern without the infusion of significant additional capital. There can be no assurance that management will be successful in implementing its plans. If we are unable to raise additional financing, we may cease operations.

Our products may not be successful in gaining market acceptance, which would negatively impact our revenues.

Currently, our business strategy is to continue to support the clinical trials of our therapeutic video games, develop the Ehave Dashboard, and gain access to additional technologies at a time and in a manner that we believe is best for our development. We may have difficulties in reaching market acceptance, which could negatively impact our revenues, for a number of reasons including:

● any delays in securing partnerships and strategic alliances;

● any technical delays and malfunctions;

● failure to receive regulatory approval on a timely basis or at all; and

● failure to receive a sufficient level of reimbursement from government, insurers or other third-party payors.

If we are unable to keep up with rapid technological changes in our field, we will be unable to operate profitably.

Our industry is characterized by extensive research efforts and rapid technological progress. If we fail to anticipate or respond adequately to technological developments, our ability to operate profitably could suffer. We cannot assure you that research and discoveries by other companies will not render our software or potential products uneconomical or result in products superior to those we develop or that any products or services we develop will be preferred to any existing or newly-developed products.

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Many of our potential competitors are better established and have significantly greater resources which may make it difficult for us to compete in the markets in which we intend to sell our products.

The market for the products we develop is highly competitive. Many of our potential competitors are well established with larger and better resources, longer relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. Increased competition may result in price reductions, reduced gross margins, loss of market share and loss of licensees, any of which could materially and adversely affect our business, operating results and financial condition. We cannot ensure that prospective competitors will not adopt technologies or business plans similar to ours or develop products which may be superior to ours or which may prove to be more popular. It is possible that new competitors will emerge and rapidly acquire market share. We cannot ensure that we will be able to compete successfully against future competitors or that the competitive pressures will not materially and adversely affect our business, operating results and financial condition.

If we lose any of our key management personnel or consultants, we may not be able to successfully manage our business or achieve our objectives.

Our future success depends in large part upon the leadership and performance of our management and consultants. The Company’s operations and business strategy are dependent upon the knowledge and business contacts of our executive officers and our consultants. Although, we hope to retain the services of our officers and consultants, if any of our officer or consultants should choose to leave us for any reason before we have hired additional personnel, our operations may suffer. If we should lose their services before we are able to engage and retain qualified employees and consultants to execute our business plan, we may not be able to continue to develop our business as quickly or efficiently.

In addition, we must be able to attract, train, motivate and retain highly skilled and experienced technical employees in order to successfully develop our business. Qualified technical employees often are in great demand and may be unavailable in the time frame required to satisfy our business requirements. We may not be able to attract and retain sufficient numbers of highly skilled technical employees in the future. The loss of technical personnel or our inability to hire or retain sufficient technical personnel at competitive rates of compensation could impair our ability to successfully grow our business. If we lose the services of any of our personnel, we may not be able to replace them with similarly qualified personnel, which could harm our business.

Developments or assertions by us or against us relating to intellectual property rights could materially impact our business.

Pursuant to an amendment to the collaboration agreement, effective January 1, 2014, with Toronto’s Hospital for Sick Children (the “Hospital”), all intellectual property rights to the cognitive assessment and rehabilitation software jointly developed with the Hospital belong to the Hospital. Our agreement with Multi-Health Systems Inc. (“MHS”), as amended, provides that all right, title and interest in and to certain tests and other materials published by MHS relating to the tests are and will remain solely and exclusively vested in MHS.

We will attempt to protect proprietary and intellectual property rights to our products through licensing and distribution arrangements although we currently do not have any patents or applications for our products.

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Litigation may also be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others or to defend against claims of invalidity. Such litigation could result in substantial costs and the diversion of resources.

As we create or adopt new software, we will also face an inherent risk of exposure to the claims of others that we have allegedly violated their intellectual property rights.

Our products could infringe on the intellectual property rights of others which may result in costly litigation and, if we do not prevail, could also cause us to pay substantial damages and prohibit us from selling or licensing our products.

Third parties may assert infringement or other intellectual property claims against us. We may have to pay substantial damages, including damages for past infringement if it is ultimately determined that our products or technology infringe a third party’s proprietary rights. Further, we may be prohibited from selling or providing products before we obtain additional licenses, which, if available at all, may require us to pay substantial royalties or licensing fees. Even if claims are determined to be without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from our other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed and our stock price to decline.

We have identified material weaknesses in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting or effective disclosure controls, we may be at risk to accurately report financial results or detect fraud, which could have a material adverse effect on our business.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring an annual assessment by management of the effectiveness of a public company’s internal controls over financial reporting and an attestation report by the company’s independent auditors addressing this assessment, if applicable. As discussed in Item 15 “Controls and Procedures” in the Company’s Form 20-F filed May 28, 2021, with the Securities and Exchange Commission, based on a review of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective due to the existence of a material weakness relating to a lack of sufficient accounting records and underlying supporting detail as of December 31, 2020. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. Management has since addressed this weakness and has implemented the necessary changes to have effective controls over financial reporting. For additional information, see Item 15 “Controls and Procedures.”

We cannot assure you that we will be able to remediate our existing material weaknesses in a timely manner, if at all, or that in the future additional material weaknesses will not exist, reoccur or otherwise be discovered, a risk that is significantly increased in light of the complexity of our business. If our efforts to remediate these material weaknesses, as described in Item 15 “Controls and Procedures”, are not successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations, cash flows or key operating metrics could be impaired, which could result in late filings of our annual or interim reports under the Exchange Act, restatements of our consolidated financial statements or other corrective disclosures. Our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm our business and negatively impact the trading price of the common shares. In addition, future changes in our accounting, financial reporting, and regulatory environment may create new areas of risk exposure. Failure to modify our existing control environment accordingly may impair our controls over financial reporting and cause our investors to lose confidence in the reliability of our financial reporting, which may adversely affect our share price, suspension of trading or delisting of our common shares by Pink Open Market, or, if we regain the eligibility to have our common shares quoted on the OTCQB Venture Market, the OTCQB Venture Market, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity. Furthermore, if we continue to have these existing material weaknesses, other material weaknesses or significant deficiencies in the future, it could create a perception that our financial results do not fairly state our financial condition or results of operations. Any of the foregoing could have an adverse effect on the value of our shares.

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The market for our products is immature and volatile and if it does not develop, or if it develops more slowly than we expect, the growth of our business will be harmed.

The market for software-based systems for mental health or treatments using psychedelics is a new and unproven market, and it is uncertain whether it will achieve and sustain demand and market adoption. Our success will depend to a substantial extent on the willingness of customers and healthcare professionals to use our systems, as well as on our ability to demonstrate the value of our software and products to customers and to develop new applications that provide value to customers and users. If customers and users do not perceive the benefits of our products, then our market may not develop at all, or it may develop more slowly than we expect, either of which could significantly adversely affect our operating results. In addition, we have limited insight into trends that might develop and affect our business. We might make errors in predicting and reacting to relevant business, legal and regulatory trends, which could harm our business. If any of these events occur, it could materially adversely affect our business, financial condition or results of operations.

If our security measures are breached and unauthorized access to a customer’s data are obtained, our products may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed and we could lose sales and customers.

Our products involve the storage and transmission of customers’ proprietary information, as well as protected health information, or PHI, which, in the United States, is regulated under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, collectively “HIPAA,” and other state and federal privacy and security laws. Because of the extreme sensitivity of this information, the security features of our product are very important. If our security measures, some of which will be managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive data, including HIPAA-regulated protected health information. A security breach or failure could result from a variety of circumstances and events, including but not limited to third-party action, employee negligence or error, malfeasance, computer viruses, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, telecommunication failures, user errors, and catastrophic events.

If our security measures were to be breached or fail, our reputation could be severely damaged, adversely affecting customer or investor confidence, customers may curtail their use of or stop using our products and our business may suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violations of HIPAA and other state and federal privacy and security regulations, significant costs for investigation, remediation and disclosure and for measures to prevent future occurrences. In addition, any potential security breach could result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to customers or other business partners in an effort to maintain the business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

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We plan to outsource important aspects of the storage and transmission of customer information, and thus rely on third parties to manage functions that have material cyber-security risks. These outsourced functions include services such as software design and product development, software engineering, database consulting, data-center security, IT, network security, data storage and Web application firewall services. We cannot assure you that any measures that are taken will adequately protect us from the risks associated with the storage and transmission of customers’ proprietary information and protected health information.

We may experience cyber-security and other breach incidents that may remain undetected for an extended period. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against us, we may be unable to anticipate these techniques or to implement adequate preventive measures. In addition, in the event that our customers authorize or enable third parties to access their data or the data of their employees on our systems, we cannot ensure the complete integrity or security of such data in our systems as we would not control access. If an actual or perceived breach of our security occurs, or if we are unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of our security measures could be harmed, we could be subject to regulatory action or other damages and we could lose sales and customers.

If we fail to comply with applicable health information privacy and security laws and other state and federal privacy and security laws, we may be subject to significant liabilities, reputational harm and other negative consequences, including decreasing the willingness of current and potential customers to work with us.

Once our products are deployed in the United States, we will be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business. HIPAA established uniform federal standards for certain “covered entities,” which include health care providers, health plans, and health care clearing houses, governing the conduct of specified electronic health care transactions and protecting the security and privacy of protected health information, or PHI. The Health Information Technology for Economic and Clinical Health Act, or HITECH, which was signed into law on February 17, 2009, makes certain of HIPAA’s privacy and security standards directly applicable to “business associates,” which are individuals or entities that create, receive, maintain, or transmit PHI in connection with providing a service for or on behalf of a covered entity. HITECH also increased the civil and criminal penalties that may be imposed against covered entities, business associates and other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA’s requirements and seek attorney’s fees and costs associated with pursuing federal civil actions.

In addition, states have enacted privacy and security laws and regulations that regulate the use and disclosure of certain data, with some state laws covering medical and healthcare information. These laws vary by state and could impose additional requirements and penalties on us. For example, some states impose restrictions on the use and disclosure of health information pertaining to mental health or substance abuse. Further, state laws and regulations may require us to notify affected individuals in the event of a data breach involving individually identifiable information, which may be broader than the type of information covered by HIPAA. In addition, the Federal Trade Commission may use its consumer protection authority to initiate enforcement actions in data privacy and security matters.

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If we are unable to protect the privacy and security of our customers’ data, we could be found to have breached our contracts with our customers, we could face civil and criminal penalties under federal and state laws, we could be subject to litigation and we could suffer reputational harm or other damages. We may not be able to adequately address the business, technical and operational risks created by HIPAA and other privacy and security regulations. Furthermore, we are unable to predict what changes to HIPAA or other laws or regulations might be made in the future or how those changes could affect our business or the costs of compliance.

Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business and operating results.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we discover additional problems that prevent our proprietary applications from operating properly. We are currently implementing software with respect to a number of new applications and services. If our software does not function reliably or fails to achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us. This could damage our reputation and impair our ability to attract or maintain clients.

Moreover, data services are complex as those we offer have in the past contained, and may in the future develop or contain, undetected defects or errors. Material performance problems, defects or errors in our existing or new software and applications and services may arise in the future and may result from interface of our offering with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing. These defects and errors and any failure by us to identify and address them could result in loss of revenue or market share, diversion of development resources, injury to our reputation and increased service and maintenance costs. The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating results.

We depend on data centers operated by third parties for our products, and any disruption in the operation of these facilities could adversely affect our business.

We provide our products through a third-party data center. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data centers have no obligation to renew agreements with us on commercially reasonable terms, or at all. If we are unable to renew any such agreements we may enter into on commercially reasonable terms, or if our data center operator is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.

Problems faced by our third-party data center locations could adversely affect the experience of our customers. The operators of the data centers could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by the operators of the data centers or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect the service levels at our data centers or cause such data centers and systems to fail. Any changes in third-party service levels at our data centers or any disruptions or other performance problems with our products could adversely affect our reputation or result in lengthy interruptions in our services. Interruptions in our services might reduce our revenue, cause us to issue refunds to customers for prepaid and unused subscriptions, subject us to potential liability or adversely affect our renewal rates.

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If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.

As our trials are primarily based in Canada and we seek to operate our business on a global scale, we are exposed to the effects of fluctuations in currency exchange rates. We incur certain operating expenses in Canadian dollars. Fluctuations in the exchange rates between the U.S. dollar and the Canadian dollar could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.

Our future U.S. operations and relationships with healthcare providers, investors, consultants, third-party payors, patients, and other customers may be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which in the event of a violation could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Our future U.S. operations and arrangements with healthcare providers, physicians and third-party payors may expose us to broadly applicable fraud and abuse and other federal and state healthcare laws and regulations. These laws may constrain the business and/or financial arrangements and relationships through which we market, sell and distribute our products. Potentially applicable U.S. laws include:

● the federal Anti-Kickback Statute, which prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services payable by Medicare, Medicaid or any other federal healthcare program;

● federal false claims laws and civil monetary penalty laws, including the False Claims Act, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other government healthcare programs that are false or fraudulent, or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

● HIPAA, which imposes federal criminal and civil liability for executing, or attempting to execute, a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;

● HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations, also imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and

● analogous state laws and regulations, such as state anti-kickback and false claims laws, which may be broader in scope and apply to referrals and items or services reimbursed by any third-party payers, including commercial insurers, many of which differ from each other in significant ways and often are not preempted by federal law, thus complicating compliance efforts.

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Because of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available under such laws, it is possible that some of our business activities could be subject to challenge under one or more of such laws. The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Our risk of being found in violation of these laws is increased by the fact that some of these laws are open to a variety of interpretations. If our past or present operations, practices, or activities are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, damages, fines, disgorgement, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Further, defending against any such actions can be costly, time-consuming and may require significant resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our customers may be unwilling to use our products and our business may be impaired.

We may not be in compliance with rules and regulations of the U.S. Food and Drug Administration (the “FDA”) should they become applicable to any products we develop in the future.

We have no current plans to market, advertise or sell computerized cognitive assessment aids in the United States. Types of computerized cognitive assessment aids for the measurement and assessment of behavioral and cognitive abilities such as brain games are games purporting to increase intelligence or cognitive function are currently regulated by the FDA as Class II medical devices. Such brain games may be subject to clinical processes to determine their accuracy or validity. Terminology such as “neuroplasticity”, “attention” and “working memory” have become ubiquitous as the “brain game” market has grown. Current clinical practice refers to the use of cognitive software for the measurement of deficits as an “assessment”, and the use of software tools as rehabilitation methods as “remediation”. Should we decide in the future to market, advertise, or sell products that may be considered by the FDA as computerized cognitive assessment aids, we may be required to undergo costly and time consuming clinical trials to prove the accuracy and validity of our computerized cognitive assessment aids, should we have any such products to market, sell or advertise in the future.

The results of any future clinical trials that we may need to perform in the future may not support our medical device candidate requirements or intended use claims or may result in the discovery of unanticipated inconsistent data.

We have no current plans to market, advertise or sell computerized cognitive assessment aids in the United States. The clinical trial process may fail to demonstrate that our computerized cognitive assessment aids that we may develop in the future, are safe, effective, and consistent for the desired or proposed indicated uses, which could cause us to abandon a product and may delay development of others. Any requirement to perform unanticipated clinical trials or delay or termination of any such unanticipated future clinical trials may delay or inhibit our ability to commercialize any computerized cognitive assessment aids that we may develop in the future; and affect our ability to generate revenues.

A security breach or disruption or failure in a computer or communications systems could adversely affect us.

Our operations depend on the continued and secure functioning of our computer and communications systems and the protection of electronic information (including sensitive personal information as well as proprietary or confidential information) stored in computer databases maintained by us or by third parties. Such systems and databases are subject to breach, damage, disruption or failure from, among other things, cyber-attacks and other unauthorized intrusions, power losses, telecommunications failures, fires and other natural disasters, armed conflicts or terrorist attacks. We may be subject to threats to our computer and communications systems and databases of unauthorized access, computer hackers, computer viruses, malicious code, cyber-crime, cyber-attacks and other security problems and system disruptions. Unauthorized persons may attempt to hack into our systems to obtain personal data relating to clinical trial participants or employees or our confidential or proprietary information or of third parties or information relating to our business and financial data. If, despite our efforts to secure our systems and databases, events of this nature occur, we could expose clinical trial participants or employees to financial or medical identity theft, lose clinical trial participants or employees or have difficulty attracting new clinical trial participants or employees, be exposed to the loss or misuse of confidential information or business and financial data, have disputes with clinical trial participants or employees, suffer regulatory sanctions or penalties under applicable laws, incur expenses as a result of a data privacy breach, or suffer other adverse consequences including legal action and damage to our reputation.

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RISKS ASSOCIATED WITH OUR COMMON SHARES AND COMPANY

We expect that our stock price will fluctuate significantly.

The trading price of our common shares may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this report, these factors include:

● announcement of new products by our competitors;

● release of new products by our competitors;

● adverse regulatory decisions;

● developments in our industry or target markets; and

● general market conditions including factors unrelated to our operating performance.

Recently, the stock market in general has experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme market volatility in the price of our common shares which could cause a decline in the value of our shares.

Market prices for securities of software development companies generally are volatile and the share price for our common shares has been historically volatile. This increases the risk of securities litigation. Factors such as announcements of technological innovations, new commercial products, patents, the development of proprietary rights, results of clinical trials, regulatory actions, publications, financial results, our financial position, future sales of shares by us or our current shareholders and other factors could have a significant effect on the market price and volatility of the common shares.

We are unable to predict the impact of COVID-19 on our company.

Our diagnostic and treatment tools, MegaTeam and Ninja Reflex, are currently used in hospitals and other medical settings. Because of strain on hospitals and their resources by treatment of patients with COVID-19, hospitals and other facilities are canceling or postponing non-emergency treatments which may include the use of our tools for the treatment of ADHD and related illnesses. Additionally, people are generally avoiding medical facilities except in emergency situations and therefore would not be seeking to utilize our tools in such a setting. While we do not expect this trend to continue indefinitely, its duration and impact cannot be quantified at this time and may negatively impact our business as it is related to MegaTeam and Ninja Reflex.

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If our business is unsuccessful, our shareholders may lose their entire investment.

Although shareholders will not be bound by or be personally liable for our expenses, liabilities or obligations beyond their total original capital contributions, should we suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment in our Company.

Trading of our common shares on the Pink Open Market is limited and sporadic, making it difficult or impossible for our shareholders to sell their shares or liquidate their investments.

There is a very limited market for our common shares. On April 30, 2019, our common shares were removed from the OTCQB Venture Market to the Pink Open Market. Prior to the listing of our common shares for trading on the OTCQB Venture Market in November 2016, there was no public market for our common shares. The Pink Open Market is a significantly more limited market than the OTCQB Venture Market and established exchanges such as the New York Stock Exchange or NASDAQ. There is no assurance that a sufficient market will develop in our shares, and the lack of an active market will impair your ability to sell your common shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of our common shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. Even after trading volume increases, trading through the Pink Open Market or the OTCQB Venture Market, if our shares regain eligibility to be quoted on the OTCQB Venture Market, is frequently thin and highly volatile.

Our common shares are subject to the “penny stock” rules of the SEC and we have no established market for our securities, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common shares and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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We are a “foreign private issuer”, and you may not have access to the information you could obtain about us if we were not a “foreign private issuer”.

We are considered a “foreign private issuer” under the Securities Act of 1933, as amended. As a foreign private issuer we will not have to file quarterly reports with the SEC nor will our directors, officers and 10% stockholders be subject to Section 16(b) of the Exchange Act. Such exemption may result in shareholders having less data and there being fewer restrictions on insiders’ activities in our securities. As a foreign private issuer we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain information about us as you could obtain if we were not a “foreign private issuer”.

Because the majority of our assets and of our officers and directors are located outside the United States, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors.

A majority of our assets are presently located outside of the United States. In addition, some of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions brought in Canada against us or our directors and officers predicated upon the securities laws of the United States or any state thereof.

Because we do not intend to pay any cash dividends on our common shares, our shareholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in the foreseeable future. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our shareholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange, the NYSE American and NASDAQ, as a result of Sarbanes-Oxley Act of 2002, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges. Because we will not be seeking to be listed on any of the exchanges, we will not be presently required to comply with many of the corporate governance provisions.

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Our authorized capital consists of an unlimited number of shares of one class designated as common shares. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of an unlimited number of our common shares, no par value, of which 251,298,730 shares are currently issued and outstanding. The future issuance of common shares may result in substantial dilution in the percentage of our common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and may have an adverse effect on any trading market of our common shares.

Offers or availability for sale of a substantial number of our common shares may cause the price of our common shares to decline.

If our shareholders sell substantial amounts of our common shares in the public market, including shares issued in the public offering and shares issued upon conversion of outstanding convertible notes or exercise of outstanding warrants, or upon the expiration of any statutory holding period, under Rule 144, or upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common shares could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

For so long as we are an emerging growth company, we will not be required to:

● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, we cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

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In addition, when these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of us ceasing to be an emerging growth company or the timing of such costs. In addition, once we no longer qualify as an emerging growth company under the JOBS Act and lose the ability to rely on the exemptions related thereto, depending on our status as per Rule 12b-2 of the Securities Exchange Act of 1934, as amended, our independent registered public accounting firm may also need to attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and eventual auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 when we are no longer an emerging growth company. This process will require the investment of substantial time and resources, including by our senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete.

Since we have elected under Section 107 of the JOBS Act to use the extended transition period with respect to complying with new or revised accounting standards, our financial statements may not be comparable to companies that comply with public company effective dates making it more difficult for an investor to compare our results with other public companies.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 102(b)(2)(B) of the Act for complying with new or revised accounting standards. In other words, as an emerging growth company we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We may be classified as a Passive Foreign Investment Company, or PFIC, for U.S. federal income tax purposes in 2020 and may continue to be, or become, a PFIC in future years, which may have negative tax consequences for U.S. investors.

We will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of our gross income is “passive income” or (ii) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Based on our estimated gross income, the average value of our gross assets, and the nature of our business, we may be classified as a PFIC in the current taxable year and may be treated, or may become, a PFIC in future years. If we are treated as a PFIC for any taxable year during which a U.S. investor held our common shares, certain adverse U.S. federal income tax consequences could apply to the U.S. investor. See “Item 10. Additional Information – E. Taxation– Passive Foreign Investment Company Rules.”

We are offering our shares of Common Stock pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers make our shares of Common Stock less attractive to investors as compared to a traditional initial public offering.

Pursuant to Tier 2 Regulation A rules and our status as a Foreign Private Issuer, we are subject to scaled disclosure and reporting requirements, which may make our shares of Common Stock less attractive to investors who are accustomed to traditional initial public offerings that are subject to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the SEC or the individual state securities regulators will regulate both the offer and sale of our shares of Common Stock, as well as any ongoing compliance that we may be subject to. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of our shares of Common Stock, we may be unable to raise the necessary funds necessary to continue developing our Programs, which could severely affect the value of our shares of Common Stock.

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Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to if we were conducting a traditional public offering on Form S-1.

Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to $50,000,000 in any 12-month period under Regulation A (although we may raise capital in other ways), we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be adversely affected.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

Our common stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

As an issuer of a “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreements, which could result in less favorable outcomes to investors in any action under that agreement.

Investors in this offering will be bound by the subscription agreement that includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the subscription agreement, including any claim under the federal securities laws. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Florida, which governs the subscription agreement, in a court of competent jurisdiction in the State of Florida. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

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If you bring a claim against the Company in connection with matters arising under the subscription agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to investors in such an action. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of common shares or by us of compliance with any provision of the federal securities laws and the rules and regulations promulgated under those laws.

The Company’s exclusive forum provision in the Subscription Agreement attached as Exhibit 4.1 does not apply to claims arising under the federal securities laws and the rules and regulations thereunder, including the Securities Act and the Exchange Act, and there are risks and other potential impacts of this exclusive forum provision to investors in this Offering.

The Subscription Agreement for this Offering provides that, unless we consent in writing to the selection of an alternative forum, the state and federal courts located in Broward County, Florida will be the sole and exclusive forum for substantially all disputes between us and subscribers to this Offering, which could limit your ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities pursuant hereto shall be deemed to have notice of and consented to this provision. This exclusive-forum provision may limit your ability to bring a claim in a judicial forum of your choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find the choice of forum provision contained in the Subscription Agreement, to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees.

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Statements Regarding Forward-looking Statements

This Disclosure Statement contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.”

USE OF PROCEEDS

We estimate that, at a per share price of between $0.005 and $.02 per share, the net proceeds from the sale of the shares in this offering will be approximately $4,850,000, after deducting the estimated offering expenses of approximately $150,000.

The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company at between $0.005 and $.02 per share. No assurance can be given that we will raise the full $5,000,000 as reflected in the following table:

Shares Offered (% Sold)	_____ Shares Sold (100%)		_______ Shares Sold (75%)		_________Shares Sold (50%)		_____ Shares Sold (25%)
Total Offering Amount	$	5,000,000	$	3,750,000	$	2,500,000	$	1,250,000
Approximate Offering Expenses
Misc. Expenses		105,000		105,000		105,000		105,000
Legal and Accounting		45,000		45,000		45,000		45,000
Total Offering Expenses		150,000		150,000		150,000		150,000
Total Net Offering Proceeds		4,850,000		3,600,500		2,350,000		1,150,000
Principal Uses of Net Proceeds
Advertising and marketing	$	1,000,000	$	1,000,000	$	750,000	$	350,000
Compensation to officer employees, developers consultants, support staff	$	1,200,000	$	1,000,000	$	650,000	$	300,000
Legal, investor relations, accounting, IT, servers, miscellaneous fees	$	1,300,000	$	1,000,000	$	550,000	$	250,000
Working Capital	$	1,350,000	$	600,000	$	400,000	$	250,000
Total Principal Uses of Net Proceeds	$	4,850,000	$	2,812,500	$	1,875,000	$	1,150,00

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including negotiations with the other parties in the merge and acquisitions process of the target companies, the amount of cash available from other sources and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

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DILUTION

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of September 30, 2021 was $(3,623,439) or $(0.0189) per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale at $.005 in this offering (after deducting estimated offering expenses of $150,000):

Percentage of shares offered that are sold		100%			75%			50%			25%
Price to the public charged for each share in this offering	$	0.005		$	0.005		$	0.005		$	0.005
Historical net tangible book value per share as of September 30, 2021 (1)		(0.0189	)		(0.0189	)		(0.0189	)		(0.0189	)
Increase in net tangible book value per share attributable to new investors in this offering (2)		.025			.0187			.0124			.0059
Net tangible book value per share, after this offering		.0061			(.0001	)		(.0065	)		(.013	)
Dilution per share to new investors	$	(.0011	)		.0051			.0115			.018

(1)	Based on net tangible book value as of September 30, 2021 of $ (3,623,439) and 192,181,061outstanding shares of Common stock as of September 30, 2021
(2)	After deducting estimated offering expenses of $150,000.

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PLAN OF DISTRIBUTION

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

We intend to sell the shares in the primary offering through the efforts of our officers and employees, who will not receive any compensation for offering or selling the shares in our primary offering. We believe that our officers and employees are exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Such persons:

§	are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and
§	are not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or
§	indirectly on transactions in securities; and
§	are not an associated person of a broker or dealer; and
§	meet the conditions of the following:
§	primarily perform, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities; and
§	were not brokers or dealers, or an associated persons of a broker or dealer, within the preceding 12 months; and
§	did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.

In addition, the Company will allow investors who have purchased convertible notes to apply the principal and interest of the notes to purchase shares in this Offering.

Pricing of the Offering

Prior to the Offering, there has been a limited public market for the Offered Shares. The public offering price was determined by the Company. The principal factors considered in determining the public offering price include:

§	the information set forth in this Offering Circular and otherwise available;
§	our history and prospects and the history of and prospects for the industry in which we compete;
§	our past and present financial performance;
§	our prospects for future earnings and the present state of our development;
§	the general condition of the securities markets at the time of this Offering;
§	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
§	other factors deemed relevant by us.

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Offering Period and Expiration Date

This Offering will start on or after the Qualification Date and will terminate at the Company’s discretion or, on the Termination Date.

Procedures for Subscribing

When you decide to subscribe for Offered Shares in this Offering, you should:

Contact us via phone or email.

1.	Electronically receive, review, execute and deliver to us a subscription agreement; and
2.	Deliver funds directly by wire or electronic funds transfer via ACH to the specified account maintained by us.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been deposited to the Company’s account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best effort’s basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds at Management’s discretion.

Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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Because this is a Tier 2, Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

(i)	You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;
(ii)	You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);
(iii)	You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;
(iv)	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;
(v)	You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;
(vi)	You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;
(vii)	You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or
(viii)	You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Results of Operations

Years Ended December 31, 2021, and December 31, 2020

Revenues

We have no revenue from continuing operations for the years ended December 31, 2021, and December 31, 2020.

Operating Expenses

Our total operating expenses for the year ended December 31, 2021 was $6,681,261 compared to $3,921,536 for the year ended December 31, 2020, an increase of $2,759,722. The increase in operating expenses is primarily due to the change in the company’s operations.

Net Income (Loss)

Net income (loss) for the year ended December 31, 2021, was $(8,693,748) as compared to net income (loss) of ($3,514,736) for the year ended December 31, 2020. The increase in net loss was attributable to the change in the Company’s operations which increased general and administrative expense by approximately $2,700,000 and the reduction of the gain on the settlement of debt of approximately $4,200,000.

General and Administrative 

General and administrative expenses increased $2,759,725 to $6,681,261 for the year ended December 31, 2021 compared to $3,921,536 for the year ended December 31, 2020. The increase was primarily due to the increase of stock-based compensation in the amount of $1,887,807, compensation to the Chief Executive Officer of $592,137, and medical advisory board fees, related travel, consulting and professional fees in the amount of $279,781.

Other income and expenses

The Company recorded other expense for the year ended December 31, 2021 in the amount of $2,012,487 compared to $406,800 of other income for the year ended December 31, 2020. The increase in expense in the amount of $2,419,287 primarily relates to the increase in amortization expense of $1,136,698, the decrease in gain on settlement of debt in the amount of $4,180,451, and the decrease in other income of $176,933, offset by the decrease in the loss on the change in fair value of derivative liability in the amount of $3,004,387, the decrease in interest expense of $70,408.

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Liquidity and Capital Resources

Through December 31, 2021, we have incurred an accumulated deficit of $26,316,815, primarily as a result of expenses incurred through a combination of development and commercialization activities related to our products and general and administrative expenses supporting those activities, as well as a net loss of $8,693,748 and negative operating cash flows during the year ending December 31, 2021. Our total cash balance as of December 31, 2021 was $2,350,741. At December 31, 2021, we had a working capital deficit of $474,950. We anticipate that we will continue to incur losses and negative cash flows from operations, and that such losses will increase over the next several years due to development costs associated with our Ehave Dashboard, MegaTeam, and Ninja Reflex products, until our products reach commercial profitability. The Company has sufficient cash to continue operations for the next 12 months. The Company’s plan of operations for the next 12 months is to use the proceeds from this offering to accelerate marketing.

Our plans include the continued commercialization of our products and raising capital through a combination of equity offerings, debt financings, other third-party funding and other collaborations and strategic partnerships. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. We are exploring various financing options including equity funding and strategic collaboration. However, there are no assurances that we will be successful in obtaining the level of financing needed for our operations or that any such financing would be on terms favorable to us. Any future financing may involve substantial dilution to existing investors. If we are unsuccessful in commercializing our products and raising capital, we may need to reduce activities, curtail or cease operations.

On April 30, 2019, our common shares were removed from the OTCQB Venture Market to the Pink Open Market because we were unable to cure our bid price deficiency. We expect the share consolidation, expected to be effective as of May 27, 2019, to cure the bid price deficiency; however, the expected increase in the price of our common shares from the share consolidation may not be maintained, and there can be no assurance that the market price of our common shares following the share consolidation will remain above the minimum bid price requirement to restore or maintain eligibility for quotation of our common shares on OTCQB Venture Market. If we fail to restore or maintain the eligibility for quotation of our common shares on OTCQB Venture Market, our ability to obtain additional financing through the public or private sale of our securities would be adversely affected.

Operating Activities

Net cash used in operating activities for the year ended December 31, 2021 was $1,963,788, which includes a net loss of $8,693,748, offset by non-cash adjustments of $6,178,437 principally related to stock based compensation expense of $2,816,602, equity payable to the Chief Executive Officer recorded as operating expense of $1,282,826, impairment of fixed assets of $100,000, amortization of debt discount of $1,939,675, non-cash interest expense of $18,954, depreciation expense of $19,899, and loss on settlement of debt of $480. The change in net working capital items resulted in an increase the cash of $551,523 primarily related to the increase in account payable and other payables of $224,638, and the decrease in prepaid expenses and other current assets of $326,885.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2021 was $212,582 from the purchase of fixed assets.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2021 was $2,664,921, principally related to the proceeds from convertible notes in the amount of $1,512,000 and the proceeds from Reg A investments of $1,502,000, offset by repayment of promissory notes of $349,079.

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Off-Balance Sheet Arrangements

We are not party to any transactions, agreements or other contractual arrangements with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Future Financings.

Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have no capital available to us if we are unable to raise money from this offering or find alternate forms of financing, which we do not have in place at this time. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all. Our plan specifies a minimum amount of $1 million in additional operating capital to operate for the next twelve months. If we are unable to raise $1 million, our business will be in jeopardy and we could be formed to suspend our operations or go out of business. Our long term growth plan calls for a raise $3 to $5 million to fund our growth plans. If we are unable to raise this money, our growth plans will be frustrated. There can be no assurance that this offering will be successful. You may lose your entire investment.

Critical Accounting Policies.

The preparation of financial statements in conformity with U.S. GAAP requires companies to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are subject to an inherent degree of uncertainty, and actual results may differ. Our significant accounting policies are more fully described in Note 1 to our financial statements included elsewhere in this Annual Report. Critical accounting estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, and are particularly important to the portrayal of our financial position and results of operations. Our estimates are primarily guided by observing the following critical accounting policies.

Recently Issued Accounting Pronouncements

During the years ended December 31, 2020 and 2019 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

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BUSINESS

The following description of our business contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties, as set forth above under “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors described in the Annual Report, including those set forth above in the Special Cautionary Note Regarding Forward-Looking Statements or under the heading “Risk Factors” or elsewhere in this Offering Circular.

Business Overview

We are creating a mental health data platform that integrates with our proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and rehabilitation software that is engaging for the patient and (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors.

MegaTeam is currently available on the Apple iOS App Store and Google Play.

Through its KetaDash subsidiary, the Company provides a platform for medical practitioners to administer healthcare services to patients at home

Ketadash

KetaDash Inc. (Ketadash), a wholly owned subsidiary of Ehave, Inc. (Ehave), provides a platform for medical practitioners to administer healthcare services to patients at home. In order to facilitate the launch of Ketadash, Ehave acquired 100% of Rejuv IV inc. (Rejuv IV) through a stock purchase agreement on January 8, 2022. Ehave then consolidated Rejuv IV into its Ketadash brand. KetaDash addresses the needs of patients currently suffering from mental illnesses such as depressive disorder, bipolar disorder and post-traumatic stress disorder. KetaDash improves brain wellness and cognitive function with psychedelic medicine administered by a registered nurse in the comfort of your own home with Ketadash’s mobile wellness therapies. Ketadash provides Ketamine treatments, as well as IV infusions with fluids, essential vitamins, minerals, and electrolytes to enhance the health and wellness of its patients. In addition to Ketamine treatments, Ketadash generates revenue by offering its clients and patients IV Drip Detox and Hangover Cures, IV Vitamin Therapy for pain management, Hydration Therapy for Health & Wellness, and IV Therapy for athletic advantage and fitness recovery. Ketadash uses certified nurses, who are always prompt and will arrive on time to administer a patient’s IV drip of choice in the comfort of their home. Ketadash’s products and services have been made public through their website https://ketadash.com/ .

MegaTeam and Ninja Reflex Digital Assessment and Rehabilitation Applications

Our MegaTeam and Ninja Reflex assessment and rehabilitation products are built on established methodologies for the measurement of cognitive abilities in populations with attention deficit and hyperactivity disorder, or ADHD. Methodologies commonly used today involve repetitive performance of tasks using digital interface. These tasks are repeatedly administered to the patient in order to obtain accurate measures. Many of the assessments used today had been developed using programming methodologies whereby the task is simply exhibited on screen and the patient is instructed to respond to stimuli. Our research has found that patients, in particular those with symptoms of ADHD, have difficulty completing the necessary regiment of tasks due to lack of engagement. Additionally, these tasks are often administered in a clinical setting, often resulting in the patient and their accompanying parent or guardian staying in clinical settings for an extended time. Our products have been developed to address these primary concerns as well as to enable a breadth of cognitive tasks to be assessed and an individualized cognitive rehabilitation program to be administered remotely.

The MegaTeam and NinjaReflex applications involve the imbedding of cognitive assessment and rehabilitation tasks within an engaging video game environment. MegaTeam and NinjaReflex were designed and programmed with the intention of providing comparable engagement to video game play. In the design, narrative and programming of our MegaTeam and NinjaReflex games, we utilize experts in children’s digital content and programming. Our tools have been developed on Unity, a common game development platform that can be used on most fixed and mobile devices, enabling the expansion of narrative and the adaptation of new character and game environments to maintain long-term engagement of product differentiation. The underlying cognitive tools and data remain unchanged as the “skin” is adapted for future versions and client profiles. A significant part of the MegaTeam and NinjaReflex development involved assessing user engagement and consultation on characters, narrative and graphic design.

MegaTeam and NinjaReflex applications have been designed for deployment on multiple digital interfaces including PC, Mac, Android and iOS systems. Our applications may be used in a clinic or a patient’s home or remotely, provided there is an adequate data connection.

Based on feedback from users and clinical psychologists regarding strong user engagement of our MegaTeam and NinjaReflex products, we believe that our products have a strong capacity for training compliance.

Developed MegaTeam and NinjaReflex products include: (1) Stop Signal Reaction Time Assessment (2) N Back Assessment (3) Inhibitory Control Rehabilitation (4) and Working Memory Rehabilitation. We are planning the development of a broader suite of cognitive tasks and rehabilitation mechanisms in order to increase the addressable mental health indications.

History

We were incorporated under the laws of the Province of Ontario (specifically under the Business Corporations Act (Ontario)) on October 31, 2011, in the Province of Ontario, Canada, and did business as Behavioural Neurological Applications and Solutions. Effective November 4, 2015, we changed our name to Ehave, Inc.

Our principal office is located at 18851 NE 29^th Ave., Suite 700, Aventura, FL 33180 and our telephone number is (954) 233-3511.

On March 22, 2019, we entered into an Asset Purchase Agreement with ZYUS Life Sciences Inc. (“ZYUS”), pursuant to which we sold to ZYUS all of our property and assets, including intellectual property, relating to our business relating to our technology stack, data models, user interface flows, application programming interfaces and all existing builds to the health informatics Ehave Connect platform, which includes but is not limited to the input, tracking and extraction of clinical data, but excluding intellectual property in certain patient outcome reporting applications, clinical games, clinical patient data, facts related to patient assessments and personal property (the “Asset Sale”). The Ehave Connect platform contains components specifically designed to be used by medical patients to efficiently gather and verify patient-reported outcomes and experiences, evaluate treatment progress, enhance patient engagement and improve data modeling.

In connection with the Agreement, ZYUS (i) paid us a total purchase price of CAD $1.2 million (US$895,122) in cash, CAD $260,000 (US$193,943) of which was provided to us upon execution of a non-binding term sheet and CAD $100,000 (US$74,594) of which was provided to us on April 30, 2019, pursuant to an advance, and (ii) issued to us at closing 361,011 common shares of ZYUS (the “Consideration Shares”). ZYUS has a security interest in the Consideration Shares in support of any indemnity claims by ZYUS pursuant to the Agreement until the second anniversary of the closing date.

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COMPLETION OF ACQUISITION AND DISPOSITION OF ASSETS

In December 2020, Ehave, Inc., an Ontario corporation (“Ehave”), Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”) and 20/20 Global, Inc., a Nevada corporation (“20/20 Global”), and the former officers and directors of 20/20 Global, entered into definitive agreements that provided for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, attached hereto as an Exhibit, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitutes approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash, through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. Prior to these transactions, neither 20/20 Global nor its officers and directors had a material relationship with Ehave, MYC, or their respective officers and directors. As a result of these transactions, Ehave now controls the board and management of 20/20 Global.

A closing of the transactions contemplated by the above-described documents was initially scheduled for January 4, 2021, and then delayed by agreement. All of the above transactions were closed on January 19, 2021.

As a result of the MYC SPA, 20/20 Global is adopting MYC’s business plan and MYC became a wholly owned subsidiary of 20/20 Global, through which 20/20 will now conduct operations. MYC is a development-stage enterprise that proposes to develop a business to provide psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the next five years, its business model will focus on the following areas: palliative care, depression, and anxiety.

APPOINTMENT OF CERTAIN OFFICERS AND DIRECTORS FOR SUBSIDIARY

Under the Change of Control and Funding Agreement (each, attached hereto), the current directors and officers of 20/20 Global resigned and were replaced by designees of Ehave. Specifically, Mark D. Williams and Colin Gibson resigned as officers and directors, and Benjamin Kaplan and Mark Croskery were appointed to serve as replacement directors for 20/20 Global. The agreements also provided for Mr. Kaplan, the CEO of Ehave to serve as president and secretary of 20/20 Global.

Entry into a Material Agreement

In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation (“Ehave”), Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”), and the former and current directors of 20/20 Global that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash through a Stock Purchase Agreement with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust.

On January 21, 2021 we entered into an Asset Sale Purchase Agreement with CureDash Inc., to purchase substantial all the assets of CureDash for a total purchase price of $100,000 payable via the issuance of 353,622 shares of common stock and the payment of $60,000 in cash.

On July 2, 2021, the Company entered into a Research Project Agreement with The University of Melbourne to gather data and bio-markers to target Hallucinogen Persisting Perception Disorder (“HPPD”). HPPD is characterized by prolonged or reoccurring perceptual symptoms, reminiscent of acute hallucinogen effects. It may also result in panic attacks and depression.

The study is expected to last 12 months and will be composed of three stages:

The first stage of the study will identify a battery of visual tasks to cover a broad assessment of optical processing. The entirety of the test should take 30–45 min and include key questionnaires, which would include HPPD symptoms, as well as any anxiety, depression, or other mental health issues. Next, a web-based open-source protocol will be configured that would enable participants to access and complete the test remotely. Ethics applications will be submitted to enable the recruitment and testing of approximately 100 participants with HPPD and 100 controls.

In the second stage the study will be relaunched for a larger participant sample and monitored for compliance issues. Approximately 1,000 participants with HPPD and 1,000 controls will be recruited and tested by sending them the necessary test kits for genetic sample collection. Some of the individuals that participated in Phase 1 might be retested. After obtaining and analyzing 200 participant genetic samples, a written publishable report will be prepared for submission in an academic journal.

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Stage three would be explicitly commercially motivated and involve further development and launch of a finalized web-based test platform. Testing may continue to increase the size of the large international cohort of people with HPPD, with the intent of collecting this data to serve as a comparison base for any future use as a clinical diagnostic or symptom tracker. Stage 3 may also involve a larger-scale genetic study with a view to commercializing a genetic test for HPPD susceptibility. This data could be submitted for publication as a demonstration of the utility of the platform, but the publishing of any reports or data would be at the discretion of any companies or individuals funding the work.

The Study Fee will be AUD 273,904 payable to the University of Melbourne. The initial payment of AUD 114,827 has been made by the Company commencing the study. A second payment is due upon commencement of Stage 2.

On August 20, 2021, Ehave, Inc. (the “Company”) entered into a letter of intent to acquire 100% of Tennessine Software, a Dubai company, who at closing, will be the owner of 100% of the assets of Moksha Digital Software Pvt. Ltd., a company organized under the laws of India. Moksha’s principal products are CurieRIS (Radiology Information System) and CuriePACS (Picture Archiving and Communication System). CurieRIS and CuriePACS is currently serving multiple hospitals and diagnostic centers across the globe. CuriePACS has received 510(k) clearance from the US Food and Drug Administration (“FDA”). The letter of intent to acquire Tennessine Software has expired and has not been extended.

Subsequent to the year end, on May 18, 2022, Mycotopia Therapies Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement” whereby the Company will merge with a wholly owned subsidiary of PSLY.com. Simultaneously E,iVentures, Inc. (“E.i”) will merge with a separate wholly owned subsidiary of PSLY.com. While Mycotopia Therapies Inc. will be a wholly owned subsidiary of the combined entity, Ehave will not have a controlling interest in the combined entity.

At closing each share of common stock of the Company, par value $.001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the effective time of the merger shall be converted into the right to receive 0.25 fully paid and nonassessable share of PSLY.com Common Stock.

At Closing each share of common stock of E.i will be convertible into the right receive a number of PSLY.com Common Stock equal to (i) the sum of $360,000,000 (Three Hundred Sixty Million Dollars) (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of EVI Common Stock then issued and outstanding times four (4).

The closing of the Merger will take place as soon as practicable (and, in any event, within two (2) Business Days) after satisfaction of all conditions to the Mergers.

Share Consolidation

At the special meeting of our shareholders held on May 6, 2019, our shareholders approved a resolution authorizing the amendment of our articles to consolidate our issued and outstanding common shares in up to three consecutive share consolidations to occur at any time as determined by our board of directors, within one calendar year of the date of the special meeting, provided that the first consolidation, the second consolidation, and the third consolidation shall collectively effect a consolidation on a basis of between (i) two pre-consolidation shares to one post-consolidation share, and (ii) 200 pre-consolidation shares to one post-consolidation share. On May 13, 2019, we determined a share consolidation ratio of 100 pre-consolidation shares to one post-consolidation share, which was effective as of May 29, 2019.

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Business Strategy

Ehave, Inc. is a provider of digital therapeutics delivering evidence-based therapeutic interventions to patients. Our primary focus is on improving the standard care in therapeutics to prevent or treat brain disorders or diseases through the use of digital therapeutics, psychedelics, independently or together, with medications, devices, and other therapies to optimize patient care and health outcomes meeting privacy and HIPAA & GDPR Compliant. Our main product is the Ehave Dashboard which is a mental health informatics platform that allows clinicians to make objective and intelligent decisions through data insight using Blockchain technology. The Ehave dashboard offers Offline Encrypted Digital Records Empowering Healthcare providers and patients and it’s a powerful machine learning and artificial intelligence platform using artificial intelligence to extract deep insights from audio, video and text to improve research with a growing set of advanced tools and applications developed by Ehave and its leading partners. This empowers patients, healthcare providers, and payers to address a wide range of conditions through high quality, safe, and effective data-driven involvement with intelligent and accessible tools.

Our business strategy is to develop and MegaTeam and Ninja Reflex in an effective and timely manner and gain access to additional technologies at a time and in a manner that we believe is best for our development. We intend to achieve our business strategy by focusing on these key areas:

● Development of the Ehave Dashboard, an extensible platform upon which powerful, condition-specific applications can be designed, built, clinically validated, and deployed

● expanding MegaTeam and Ninja Reflex with additional game titles, and participate in further clinical studies with Hospital for Sick Children on the CHILD-BRIGHT network, which is a Canadian research network that aims to improve the lives of children with brain-based development disabilities we are a partner to and provider of in-kind services and support);

● forming strategic alliances with publishers of psychological assessments, at a time and in a manner where such alliances may complement and expand our research and development efforts on the product and provide sales and marketing capabilities;

● developing relationships with pharmaceutical and insurance companies that could be instrumental in deploying our technology to drug development and treatment monitoring; and

● developing relationships with companies that could be instrumental in assisting us to access other innovative therapeutics.

● develop a Multi-Tier Global Partnership with MyLifeID that will allow individuals to carry their health and mental health records with them at all times. This partnership allows individuals to store their health and mental health history on the MyLifeID Pocket Cloud™, which will be able to be accessed by medical providers through Ehave’s dashboard.

● plans to utilize its mental health informatics platform to optimize patient care and health outcomes in conjunction with Psilocybin therapy for mental health. Ehave plans to advance Psilocybin therapy research and commercialization through its wholly-owned subsidiary, Mycotopia Therapy.

Our business strategy is based on attaining a number of commercial objectives, which, in turn, are supported by a number of product development goals. Our product development presently being conducted is primarily of a research and development nature.

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Market

We anticipate that the principal markets in which our products will compete will initially include North America. Thereafter, we hope to expand our markets to Europe and Asia. Currently our products are being deployed in Canada.

Mental healthcare, including its assessment and treatment, is a significant market. Forty-four million adults in the United States are estimated to experience mental illness per year, which is 20% of the population. The size of the U.S. mental health treatment market is $113 billion, and the size of private insurance spending on mental health is $32 billion. The size of the cognitive assessment market world-wide is over $2.4 billion. (Source: Mental Health America - State of Mental Health Report, 2016; SAMSHA Spending Estimates Project, 2010; MarketsandMarkets, 2015).

ADHD is a common affliction with worldwide prevalence estimated at approximately 7% (Source: “Prevalence of Attention-Deficit/Hyperactivity Disorder: A Systematic Review and Meta-analysis”, Rae Thomas, Sharon Sanders, Jenny Doust, Elaine Beller, Paul Glasziou, Pediatrics Feb 2015, peds.2014-3482; DOI: 10.1542/peds.2014-3482). ADHD symptoms typically start or are first noticed in preschool age children (“Prevalence of Attention-Deficit/Hyperactivity Disorder: A Systematic Review and Meta-analysis”, Rae Thomas, Sharon Sanders, Jenny Doust, Elaine Beller, Paul Glasziou, Pediatrics Feb 2015, peds.2014-3482; DOI: 10.1542/peds.2014-3482). While symptoms may decline with age, ADHD symptoms and impairments can persist into adolescence and adulthood (Source: “A lifetime of attention-deficit/hyperactivity disorder: diagnostic challenges, treatment and neurobiological mechanism”, Julia Geissler and Klaus-Peter Lesch, Expert Review Of Neurotherapeutics Vol. 11 , Iss. 10,2011).

Competition

For our MegaTeam and Ninja Reflex game applications, we are aware of a few competitors, including Akili Ineractive, Attentiv, Myndlift and C8Sciences. Many of these companies are currently conducting clinical trials. Our strategy for game development starts from using known proven clinical measures rather than creating new measures, and we believe that the advantage of this methodology is that broad normative data does not need to be established and the barrier to clinical adoption may be lower with known measures that clinicians are already comfortable with.

While our KetaDash program is not intended to compete generally with Electronic Health Records (EHR) systems, we view general EHR systems as our main competition. Such systems from Epic, Allscripts and GE Healthcare are leaders in the EHR market, have been in business for many years and are better funded than our offering. However, because we intend to focus on specifically on Ketamine clinics, we believe our software will be attractive to the market we intend to serve and will offer specializations not readily available in more general EHR systems.

There are several companies offering Ketamine infusion therapy for the treatment of mental illness, including Novamind and Field Trip Health. KetaDash differentiates itself from these companies as Ketadash provides Ketamine treatments in a patient’s home instead of making them go to a clinic. This will allow us to expand more quickly as we do not require physical locations and are not burdened with the ongoing rent expense.

Product Differentiation

We strive to provide the best tools and resources for today’s populations suffering from mental illness. Many of the incumbent products have been developed and validated in their academic forms, which, we believe, lack appeal for today’s clients and practitioners. We believe there is a demand for real time, data-rich digital tools that enable individual treatment and ongoing monitoring, while a significant portion of the existing market for cognitive assessment and therapy relies upon paper-based tools and checklists that have little or no connected monitoring capacity or real-time progress reporting. As such, we seek to develop products with the following key features: (1) user engagement, (2) data richness, (3) clinically validated, and (4) multi-screen and mobile deployment.

Our assessment products are derived from designs and methods clinically studied. Our plans include the study of our derived products and cognitive rehabilitation software through clinical studies led by hospitals. These studies include multiple phases from pilot studies through affected population studies and allow the measurement, using various criteria and techniques, of the effect of our cognitive rehabilitation program on target populations.

Likewise we are applying the same methodology to our KetaDash offering. As the use of Ketamine in the treatment of mental health is an emerging field, we intend the KetaDash software to provide the data richness necessary to evaluate patient progress and outcomes.

Marketing

Our marketing channels consist of direct sales and leveraging partners for market outreach. Our current strategy is for direct sales to publishing partners, medical device partners and pharmaceutical companies. Through these partnerships, we gain access to clinicians and the patients they serve.

We also engage a public relations firm to help reach media outlets.

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Regulatory Requirements

Our future business operations and activities in the U.S. may be directly or indirectly subject to subject to certain federal and state laws relating to the privacy and security of health information, and state and federal laws designed to guard against healthcare fraud and abuse, including, but not limited to, those described below.

● HIPAA, as amended by HITECH, established comprehensive requirements related to the privacy, security, and transmission of individually identifiable health information. It governs patient privacy practices of healthcare providers, health plans, and healthcare clearinghouses (or “covered entities”), as well as their respective business associates to the extent that they perform services for or on behalf of the covered entities that involve the use or disclosure of protected health information. HIPAA also mandates notification in the event of a breach and regulates standardization of data content, codes and formats used in healthcare transactions. Covered entities and business associates may be subject to significant civil and criminal penalties, as well as enforcement by state attorneys general, for violations of HIPAA or its implementing regulations.

● HIPAA also imposes federal criminal and civil liability for knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters.

● The federal Anti-Kickback Statute which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order, or recommendation of, an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs.

● The federal Civil False Claims Act imposes liability on any person or entity, which, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program. The “qui tam” or “whistleblower” provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government, alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery.

● The federal Civil Monetary Penalties Law prohibits, among other things, the offering or transfer of remuneration to a Medicare or state health care program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state health care program, unless an exception applies.

● Analogous state fraud and abuse laws and regulations, such as state anti-kickback and false claims laws, may apply to items or services reimbursed under Medicaid, other state programs, or, in some states, private third-party payors. In addition, many U.S. states have enacted patient confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering adopting further legislation in this area, including privacy safeguards, security standards, and data security breach notification requirements. These state laws, which may be even more stringent than the HIPAA requirements, many of which differ from each other in significant ways and are often not preempted by the federal requirements.

FDA’s Medical Device Regulation

The FDA has broad authority over the regulation of medical devices marketed for sale in the United States. The FDA regulates the research, clinical testing, manufacturing, safety, labeling, storage, recordkeeping, premarket clearance or approval, promotion, distribution and production of medical devices. The FDA also regulates the export of medical devices manufactured in the United States to international markets.

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Under the Food, Drug, and Cosmetic Act, or FDCA, the FDA classifies medical devices into one of three classes: Class 1, Class 2 or Class 3. Medical devices deemed to pose lower risk are placed into either Class 1 or Class 2.

Class 1 medical devices are deemed to pose the lowest risk to the patient. Accordingly, Class 1 medical devices are subject to the lowest degree of regulatory scrutiny and need only comply with the FDA’s General Controls. The General Controls include compliance with the registration, listing, adverse event reporting requirements, and applicable portions of the Quality Systems Regulation, or QSR, as well as the general misbranding and adulteration prohibitions. Unless specifically exempted in the regulations, general controls require a company that intends to market a Class 1 medical device, like us, to gain clearance for marketing through the 510(k) process. Many Class 1 medical devices, however, are exempt from 510(k) clearance because the level of risk is low.

Class 2 medical devices are considered higher risk devices than Class I medical devices. Class 2 medical devices are subject to General Controls as well as additional Special Controls. Special Controls may include labeling requirements, mandatory performance standards, and post market surveillance. Generally, companies that intend to market Class 2 medical devices, like us, must comply with applicable regulations and submit a 510(k) premarket submission for review to receive clearance to list and market their medical devices. The 510(k) must establish substantial equivalence to a predicate medical device. Some Class 2 medical devices are exempt from filing a 510(k) but in some instances, Class II medical devices may be required to file a Premarket Approval, or PMA, application.

Medical devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared medical device, are classified as Class 3 medical devices and require a PMA before commercialization.

All medical device manufacturers must register their establishments with the FDA; such registrations require the payment of user fees. In addition, both 510(k) premarket submissions and PMA applications are subject to the payment of user fees, paid at the time of submission for FDA review.

The use of forms and tools for the measurement and assessment of behavioral and cognitive abilities are considered computerized cognitive assessment aids by the FDA. The FDA currently classifies such products as Class II medical devices. Currently we are engaging in clinical trials of Ehave MegaTeam games outside of the United States. Such clinical trials are being performed to prove efficacy and may have supporting evidence in the event that we filed an marketing application in the United States and the FDA requires this data before we are able to market, advertise or sell our Ehave MegaTeam games in the United States.

510(k) Clearance Pathway

If required to obtain 510(k) clearance for our Ehave MegaTeam games or any other computerized cognitive assessment aid products in the future, such products may be classified as medical devices and we would may be required to submit a premarket notification demonstrating that the proposed medical device is substantially equivalent to a previously cleared 510(k) device. FDA’s 510(k) clearance pathway usually takes from three to twelve months. On average the review time is approximately six months, but it can take significantly longer than twelve months in some instances, as the FDA may require additional information, including clinical data, to make a determination regarding substantial equivalence.

After a medical device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, require a PMA. The FDA requires each manufacturer to determine whether the proposed change requires submission of a new 510(k) notice, or a premarket approval, but the FDA can review any such decision and can disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or premarket approval is obtained. If the FDA requires us to seek 510(k) clearance or premarket approval for any modifications to a previously cleared product, we may be required to cease marketing or recall the modified device until we obtain this clearance or approval. Also, in these circumstances, we may be subject to significant regulatory fines or penalties. We have made and plan to continue to make additional product enhancements to products that we believe do not require new 510(k) clearances, but we cannot guarantee that the future enhancements, should they occur, will be exempt from new 510(k) clearances.

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De Novo Reclassification

If we decide to market, advertise or sell our Ehave MegaTeam games or any other any other computerized cognitive assessment aid products in the future, such products may not have a suitable predicate medical device to be cleared as a 510(k) medical device. If the FDA finds that there is no suitable predicate medical device, it will automatically be considered our Ehave MegaTeam games or any other computerized cognitive assessment aid products that we apply for clearance to market, advertise or sell in the future a Class III medical device. However, in instances where a medical device is novel and there is no suitable predicate device, but that medical device is deemed to be of low to moderate risk, the FDA may reclassify the device to Class I or Class II via de novo reclassification petition pathway. This process involves the submission of a de novo reclassification petition, and the FDA’s acceptance that “special controls” are adequate to ensure the product’s performance and safety.

The FDA now allows de novo reclassification petitions, a mechanism by which a sponsor can directly submit a detailed de novo reclassification petition as the device’s initial submission without having to first receive a not substantially equivalent, or NSE, decision on a 510(k) submission. Historically, the de novo reclassification pathway typically would take at least 9 to 12 months from filing to clearance. Since the enactment of the 21^st Century Cures Act, de novo classification petitions may be submitted to the FDA at any time and does not require a FDA finding of not substantially equivalent to a 510(k) application before the petition is made. FDA must respond to any de novo classification requests within 120 days of a completed petition.

In the future, we may decide to submit a de novo reclassification petition for our Ehave MegaTeam games or any other computerized cognitive assessment aid products that we may develop. To support a de novo reclassification petition, our objective would be to demonstrate that the proposed medical device poses a low to moderate risk to patients. If the FDA determines that such a product is not a candidate for de novo reclassification, it will require approval of the device for market through the PMA application process.

Alternatively, if we seek 510(k) clearance and our medical device is found not substantially equivalent, or NSE, the FDA will consider a de novo petition if our proposed medical device has been determined to be NSE due to: (1) the lack of an identifiable predicate medical device, (2) a new intended use, or (3) different technological characteristics to a predicate device that raise different questions of safety and effectiveness. The de novo classification request should include a description of the medical device, labeling for the device, reasons for the recommended classification and information to support the recommendation. Should the FDA believe our proposed medical device’s general controls or general and special controls provides reasonable assurance of safety and effectiveness, the FDA may classify our medical device as a Class II medical device. If the FDA classifies the device into Class II, we will then receive an approval order to market the device. This device type can then be used as a predicate device for future 510(k) submissions. However, if the FDA subsequently determines that the device will remain in the Class III category, then we may not be marketed until we have obtained a PMA.

Premarket Approval Pathway

A PMA application must be submitted if a medical device cannot be cleared through the 510(k) process or by de novo reclassification petition. The PMA application process is generally more costly and time consuming than the 510(k) process. A PMA application must be supported by extensive data including, but not limited to, analytical, preclinical, clinical trials, manufacturing, statutory preapproval inspections, and labeling to demonstrate to the FDA’s satisfaction the safety and effectiveness of the medical device for its intended use.

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After a PMA application is sufficiently complete, the FDA will accept the application and begin an in-depth review of the submitted information. By statute, the FDA has 180 days to review the “accepted application,” although, generally, review of the application can take between one and three years, but it may take significantly longer. During this review period, the FDA may request additional information or clarification of information already provided. Also during the review period, an advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the medical device. The preapproval inspections conducted by the FDA include an evaluation of the manufacturing facility to ensure compliance with the QSR, as well as inspections of the clinical trial sites by the Bioresearch Monitoring group to evaluate compliance with good clinical practice and human subject protections. New premarket approval applications or premarket approval application supplements are required for modifications that affect the safety or effectiveness of the medical device, including, for example, certain types of modifications to the medical device’s indication for use, manufacturing process, labeling and design. Significant changes to an approved PMA require a 180-day supplement, whereas less substantive changes may utilize a 30-day notice, or the 135-day supplement. PMA supplements often require submission of the same type of information as a PMA application, except that the supplement is limited to information needed to support any changes from the medical device covered by the original PMA application, and may not require as extensive clinical data or the convening of an advisory panel. None of our products are currently approved under a premarket approval and we do not believe that we will ever have a product that requires a PMA.

Clinical Trials

Clinical trials are almost always required to support a PMA application or de novo reclassification petition and are sometimes required for a 510(k) premarket notification. If we decide to market, advertise or sell our Ehave MegaTeam and NinjaReflex games or any other any other computerized cognitive assessment aid products that we may develop in the future, and if the FDA believes that such product presents a potential “significant risk” to health, safety, or the welfare of a human subject, the FDA may require us to collect safety and effectiveness data on human subjects regardless of our device’s classification. If we are required to collect data on human subjects, the FDA will require us to file an application for an Investigational Device Exemption, or IDE with the FDA and obtain IDE approval prior to commencing the human clinical trials. The IDE application must be supported by appropriate pre-clinical data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound. The IDE application must be approved in advance by the FDA for a specified number of patients, unless the product is deemed a “non-significant risk” device and eligible for more abbreviated investigational device exemption requirements. Clinical trials for a significant risk device may begin once the IDE application is approved by the FDA and the appropriate institutional review boards at the clinical trial sites. Future clinical trials of our motion preservation designs will require that we obtain an IDE from the FDA prior to commencing clinical trials and that the trial be conducted under the oversight of an institutional review board at the clinical trial site. Our clinical trials must be conducted in accordance with FDA regulations and other federal and state regulations concerning human subject protection, including informed consent and healthcare privacy. A clinical trial may be suspended by the FDA or the IRB at any time for various reasons, including a belief that the risks to the study participants outweigh the benefits of participation in the study. Even if a study is completed, the results of our clinical trials may not demonstrate the safety and efficacy of the medical device, or may be equivocal or otherwise not be sufficient to obtain approval of our Ehave MegaTeam and NinjaReflex game or any other computerized cognitive assessment aid products that we may develop in the future. At this time, we do not plan on marketing, advertising or selling our Ehave MegaTeam and NinjaReflex games or any other computerized cognitive assessment aid products in the United States and therefore, do not anticipate performing clinical trials in the United States.

Patents and Trade Secrets

The patent positions and proprietary rights of pharmaceutical and biotechnology firms, including us, are generally uncertain and involve complex legal and factual questions. We believe there will continue to be significant litigation in the industry regarding patent and other intellectual property rights.

We have not registered any patents in respect of Megateam and NinjaReflex; however we maintain our proprietary server architecture and mobile applications as trade secrets. We have registered the trade name “Ehave, Inc.” and own the domain “ehave.com.”

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We rely on unpatented trade secrets and improvements, unpatented know-how and continuing technological innovation to develop and maintain our competitive position. No assurance can be given that others will not independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to our trade secrets or disclose such technology, or that we can meaningfully protect our rights to our unpatented trade secrets.

We require our employees and consultants to execute confidentiality agreements upon the commencement of employment and consulting relationships with us. These agreements provide that all confidential information developed by or made known to an individual during the course of the employment or consulting relationship generally must be kept confidential. In the case of employees, the agreements provide that all inventions conceived by the individual, while employed by us, relating to our business are our exclusive property. While we have implemented reasonable business measurements to protect confidential information, these agreements may not provide meaningful protection for our trade secrets in the event of unauthorized use or disclosure of such information.

Seasonality of Business

Our results of operations have not been materially impacted by seasonality.

Property

We currently reimburse our CEO for office space that he has under lease. Our lease expense is $2,500 per month. We do not own or lease any other office space, manufacturing facilities or equipment and do not have any current plans to construct or acquire any facilities.

Employees

Our CEO is our only full-time employee.

Legal Proceedings

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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MANAGEMENT

The following table sets forth the names, ages and positions of our current board members and executive officers:

Name	Age	Position with the Company	Director of the Company Since
Ben Kaplan	52	President, Chief Executive Officer	June 24, 2019
Jay Cardwell	61	Chief Financial Officer	October 1, 2020
Binyomin Posen	28	Chairman of the Board, Director	August 21, 2018
Zeke Kaplan	35	Director	August 21, 2018

The business address of our officers and directors is c/o Ehave, Inc., 100 SE 2nd St., Suite 200 Miami, FL 33131.

Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Our executive officer serves at the pleasure of the Board of Directors. None of our directors have any family relationships with any of our other directors or executive officer.

Certain of our directors are associated with other companies, which may give rise to conflicts of interest. In accordance with the Business Corporations Act (Ontario), directors who have a material interest in any person who is a party to a material contract or a proposed material contract with us are required, subject to certain exceptions, to disclose that interest and abstain from voting on any resolution to approve that contract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of Ehave Inc.

We are not aware of any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or officer.

Biographies

Benjamin Kaplan, CEO

Mr. Kaplan has served as the CEO of Ehave for the past 16 months and on the board since June 2020 as Chairman. Ben has been an entrepreneur working for over 20 years in the financial sector, beginning in New York City. He is an investor in many companies both public and private, with a focus on international growth and potential for a global presence. In 2014, Ben was a Founding member of Kaya Jamaica Inc. the largest cannabis company in the Caribbean (GROWKAYA.com). Ben sits on the Board of Kaya.

In 2014, Ben invested in Surna (OTCQB: SRNA), a global HVAC company that provides engineering and build outs high technology facilities. In 2015 Ben made an investment in Kalytera (TSX: KALY), a botanical-based Pharma company out of Israel carrying on research towards curing various illnesses and with Phase 2 trials for a cure for GVHD (graft versus host disease). In 2014 Ben invested Surna (OTCQB: SRNA), a global HVAC company that provides engineering and build outs high technology facilities. In 2015 Ben made an investment in Kalytera (TSX: KALY), a botanical-based Pharma company out of Israel carrying on research towards curing various illnesses and with Phase 2 trials for a cure for GVHD (graft versus host disease). In 2018 Ben, with a group of investors, acquired a 30,000 strong sales force in over 20 countries as part of the acquisition of Stemtech.com out of bankruptcy. Ben sits on the board of Stemtech.

Binyomin Posen, Chairman of the Board, Director

Mr. Posen is a businessperson who has been the head of 10 different companies. Currently, Mr. Posen is Chairman of ehave, Inc., Director, Chief Executive & Financial Officer of Prominex Resource Corp., Director, Chief Executive & Financial Officer at Jiminex, Inc., Director, Chief Executive & Financial Officer at Shane Resources Ltd., Director, Chief Executive & Financial Officer for Sniper Resources Ltd., President, CEO, CFO, Secretary & Director at Agau Resources, Inc., Chief Executive Officer, CFO & Director at Academy Explorations Ltd., Director, Chief Executive & Financial Officer of Hinterland Metals, Inc. and President at 2778533 Ontario, Inc.

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Jay Cardwell, CFO

James Cardwell has more than 37 years of experience in, among other things, U.S. Securities and Exchange Commission (“SEC”) reporting and compliance, financial reporting and tax research and compliance. Since July 2015, Mr. Cardwell has served as Chief Operating Officer and Tax Director of The CFO Squad LLC, a company which provides chief financial officer support services including, but not limited to, pre-audit services, SEC and tax compliance and financial reporting services to both international and domestic private and public companies with a concentration in the healthcare industry. From June 2019 until October 2020, Mr. Cardwell served as interim Chief Financial Officer of NanoVibronix, Inc. From June 2019 until October 2020, Mr. Cardwell served as interim Chief Financial Officer of Esports Entertainment Group, Inc. From August 2018 until December 2018, Mr. Cardwell served as interim Chief Financial Officer of Newgioco Group, Inc. From January 2018 until May 2018, Mr. Cardwell served as interim Chief Financial Officer of VerifyMe, Inc. Since March 2021, has served as the CFO for Artemis Acquisition Corp. Mr. Cardwell graduated from Illinois State University with a Bachelor of Science degree in accounting. Upon graduation, Mr. Cardwell began his career at Arthur Andersen & Co and served as Senior Tax Consultant. For over 30 years, Mr. Cardwell served in various capacities for public and private companies Mr. Cardwell is a certified public accountant in the State of New York.

Zeke Kaplan, Director

Mr. Kaplan is a entrepreneur based out of Toronto Canada. Focused primarily in the construction and real estate industries, Zeke leads a full service construction company, ZZ Contracting, and was awarded Design Lines Top 3 Projects of 2019. His work has been featured in Dwell, Azure, Toronto Life, the Globe and Mail, Architonic, and his YouTube feature has over 1M views. He has also built a sizeable real estate portfolio focused on income generating properties. In addition to sitting on the Board of Ehave, Zeke has been very active in the startup space primarily in the e-commerce, construction, cannabis, and psychedelic industries, respectively. Zeke graduated from McGill University with a First Class Honors B.A.and was the associate editor of Cannons during his time there.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

1.	Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;
2.	Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

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4.	Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;
5.	Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee

Our audit committee consists of Mr. Posen and Mr. Kaplan. Our Board has determined that Mr. Posen is an audit committee financial expert. Mr. Posen is independent either under the Rule 5605(d)(2) of the NASDAQ Capital Market and Rule 10A-3 of the Exchange Act. The audit committee ensures that the Company’s management has designed and implemented an effective system of internal financial controls, assesses the integrity of the financial statements and related financial disclosure of the Company, and reviews the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Additionally, the committee monitors and reports on the independence and performance of the Company’s independent auditors.

Code of Ethics

Our board of directors has adopted a Code of Conduct for all Company personnel, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this Code of Conduct may be found on our website at http://www.ehave.com.

There were no amendments to our Code of Conduct during the fiscal year ended December 31, 2020. We did not grant any waivers to the provisions of our Code of Conduct during the fiscal year ended December 31, 2020.

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EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our named executive officers paid by us during the years ended December 31, 2020 and 2019.

SUMMARY COMPENSATION TABLE

Directors

In the year ended December 31, 2021, each director who was not an officer was entitled to the following compensation:

$62,500 in common shares payable quarterly based upon an average of the closing price of the common shares during the 20 trading days immediately prior to the end of the quarter or at such time that the director has elected to take the shares,

Or

$32,500 in cash with $15,000 paid prior to December 31, 2021, and the remainder to be paid during 2022. Additionally, $1,500 per quarter for expenses for 2021 with payment to be made in 2022.

Committee Compensation: For serving on the audit committee of the board those committee members will receive $5,000 in cash yearly, paid quarterly

In the year ended December 31, 2020, each director who was not an officer was awarded 387,597 shares of the Company’s common stock.

Officers

Summary Compensation Table

The following table sets forth information concerning the total compensation paid to our officers in 2021. Our officers are paid fees in Canadian dollars. These amounts are presented in U.S. dollars and have been converted at the average rate of exchange for 2021 (US$1.00 = $1.326CDN).

Name and principal position	Year		Salary $		Share- based awards $		Option- based awards $ (1)		Bonus $		All other compensation $		Total compensation $
Benjamin Kaplan, CEO		2021		288,000		1,282,826		-		-		120,400		1,691,226
		2020		180,000		1,874,963		720,695		-		-		2,775,658
Jay Cardwell		2021		18,000		-		-		-		-		18,000
		2020		4,500		-		-		-		-		4,500

Notes:

(1) The value of share and option-based awards are based on the grant date assumptions as disclosed in Note 9 “Stock Based Compensation” in our 2021 audited financial statements.

Narrative Disclosure to Summary Compensation Table

We have entered into a consulting agreement with the following Executive Officers (each an “Consulting Agreement”). Pursuant to the terms of the Consulting Agreements, the salary for the year 2021 and 2020 are:

Name and principal position	Year		Salary $(1)
Mr. Benjamin Kaplan		2021		288,000
Chief Executive Officer		2020		180,000
Jay Cardwell		2021		18,000
Chief Financial Officer		2020		18,000

Benjamin Kaplan

The Company and Mr. Kaplan entered into a CEO Consulting Agreement for a period of 36 months and sets Mr. Kaplan’s cash compensation at $24,000 per month, grants Mr. Kaplan up to an additional 5% of equity upon a “significant transaction” as defined in the Agreement and payments upon reaching certain milestones. This summary is limited by and is subject to the terms of the Agreement that is attached hereto as an Exhibit.

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Consulting Agreement with the CEO (Benjamin Kaplan)

The Company and Mr. Kaplan entered into a CEO Consulting Agreement for a period of 24 months and sets Mr. Kaplan’s first year cash compensation at $15,000 per month, grants Mr. Kaplan a number of common shares equal to 5% of the issued and outstanding shares as at the contract date, and up to an additional 10% of equity upon a “significant transaction” as defined in the Agreement. This summary is limited by and is subject to the terms of the Agreement that is attached hereto as an Exhibit.

On June 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s CEO for an initial term of 24 months. In addition to the monthly consulting fee, the Agreement provides for a one month ‘termination fee’ if the Agreement is terminated without cause.

On June 29, 2019, the Company and BK amended the Agreement as follows:

BK was granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $0.01 USD per share and shall expire April 16, 2022.

Upon the closing of a Significant Transaction (defined as the closing of financing for at least $500,000 or the closing of an acquisition with a valuation (determined by the value of the consideration paid by the Company) of not less than $1,000,000 USD), BK would be granted a number of shares equal to 5% of the issued and outstanding common shares, on a fully diluted basis including such shares to be issued or that could be issued pursuant to the transaction on the closing date of such Significant Transaction. This stock grant can be earned by BK for each Significant Transaction closed during the term of the Agreement.

On January 1, 2021, the Company and Mr. Kaplan entered into a CEO Consulting Agreement for a period of 36 months and sets Mr. Kaplan’s first year cash compensation at $24,000 per month, grants Mr. Kaplan a number of common shares equal to 5% of the issued and outstanding shares as at the contract date, and up to an additional 10% of equity upon a “significant transaction” as defined in the Agreement. This summary is limited by and is subject to the terms of the Agreement that is attached hereto as an Exhibit.

Option Plan

Our Equity Incentive Plan, as amended (“Equity Plan”) sets the maximum number of common shares which may be issued pursuant to the Equity Plan at the lesser of 10,000,000 or 10% of the number of issued and outstanding common shares of the Company.

The Equity Plan authorizes the board of directors of the Company or a committee of the board of directors to issue options to directors, officers, employees and consultants of the Company.

The purpose of the SOP is to provide consultants, officers, directors and employees with a proprietary interest in the Company in order to: (i) increase the interest in the Company’s welfare of those individuals who share primary responsibility for the management, growth and protection of the business of the Company; (ii) furnish an incentive to such individuals to continue providing their services to the Company and its subsidiaries; and (iii) provide a means through which the Company and its subsidiaries may attract qualified persons to engage as consultants, officers, directors and employees.

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Board Practices

Our directors are elected by the shareholders at each Annual General Meeting (or Annual Special Meeting) and typically hold office until the next meeting, at which time they may be re-elected or replaced. Casual vacancies on the board are filled by the remaining directors and the persons filling those vacancies hold office until the next Annual General Meeting (or Annual Special Meeting), at which time they may be re-elected or replaced. Our officers are appointed by the Board of Directors and hold office indefinitely at the pleasure of the Board of Directors.

Directors’ Contracts

We receive a director’s consent from each of the independent directors upon their acceptance of their director’s position.

We do not have any contracts with any of its directors which provide for benefits upon the termination of employment.

Compensation Committee

Our compensation committee consists of two outside, independent directors under Canadian law: Mr. Kaplan and Mr. Posen. Mr. Kaplan serves as chairman of the compensation committee. The members of the compensation committee have not been officers of the company. Our compensation committee is responsible for making recommendations to the board of directors regarding compensation terms for our officers and directors and for determining salaries and incentive compensation for our executive officers and incentive compensation for our other employees and consultants.

Compensation of Directors

In the year ended December 31, 2019, each director who was not an officer was not paid a fee or other compensation related to their directorship. In the year ended December 31, 2018, each director who is not a salaried employee of the Company earned a fee of $33,000, which has not been paid. Directors, annually, may elect to take up to 100% of their respective annual retainer in either options or restricted share awards.

Audit Committee

Our audit committee consists of Mr. Posen and Mr. Kaplan. Mr. Posen serves as chairman of the audit committee. The audit committee ensures that the Company’s management has designed and implemented an effective system of internal financial controls, assesses the integrity of the financial statements and related financial disclosure of the Company, and reviews the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Additionally, the committee monitors and reports on the independence and performance of the Company’s independent auditors.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the transactions described below, during the period ending December 31, 2020, we entered into related party transactions as follows:

During the period ended December 31, 2020, the Company issued two convertible promissory notes to a related party for the principal amount of $256,520, in the aggregate, including $23,320 of original issue discount and 2,565,200 warrants, in the aggregate, with an exercise price of $0.01 per share. The term of the notes is 18 months and carries an effective interest rate of 8.00%. $178,189 of the note matures on July 17, 2021 and $78,331 matures on July 29, 2021. The convertible promissory note is convertible into shares of common stock at $0.01 per share.

During the year ended December 31, 2020, the Company issued a convertible promissory note to a related party for the principal amount of $11,000, in the aggregate, including $1,000 of original issue discount and 110,000 warrants, in the aggregate, with an exercise price of $0.01 per share. The term of the note is 18 months and carries an effective interest rate of 8.00%. The note matures on May 11, 2022.

On August 4, 2020, the Company issued 775,194 shares of common stock, in the aggregate, to two individuals who are a related party and directors of the Company for services rendered.

On January 1, 2021, the Company entered into an Executive Consulting Agreement with Benjamin Kaplan to serve as the Company’s CEO for an initial term of 36 months. As of September 30, 2021 and December 31, 2020, the Company has accrued $3,882,349 and $2,196,963, respectively, as other payables in relation to the Executive Consulting Agreement. During the 9 months ended ending September 30, 2021, the Company has recorded $4,420,928 as general and administrative expense related to compensation of which $3,443,328 is related to equity incentive compensation.

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PRINCIPAL STOCKHOLDERS

Share Ownership

The following table sets forth certain information as of May 17, 2021, regarding the beneficial ownership of our common shares by each of our directors and all of our executive officers and directors as a group.

	Number of common shares beneficially owned (1)		% of Outstanding common shares (2)
Directors and Executive Officers
Ben Kaplan (3)		17,705,121		6.3	%
Binyomin Posen		387,597		<1%
Zeke Kaplan		387,597		<1%
All officers and directors as a group (3 persons):		18,480,315		6.6	%

Notes:

(1)	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating to options currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
(2)	Based on 279,525,899 shares issued and outstanding as at May 23, 2022.
(3)	Ben Kaplan was appointed CEO on June 24, 2019. He is entitled to a 5% equity interest in the Company as a signing bonus that was not previously issued and was subsequently changed to be a warrant that was exercised for 14,136,587 shares on April 16, 2022. He was issued 3,447,844 shares for his service on the Board of Directors as of April 8, 2022. He is also entitled to 5% equity interest on a diluted bases in relation to a significant transaction clause in his consulting agreement.

Option Plan

Our Equity Incentive Plan, as amended (“Equity Plan”) sets the maximum number of common shares which may be issued pursuant to the Equity Plan at the lesser of 10,000,000 or 10% of the number of issued and outstanding common shares of the Company.

The Equity Plan authorizes the board of directors of the Company or a committee of the board of directors to issue options to directors, officers, employees and consultants of the Company.

The purpose of the SOP is to provide consultants, officers, directors and employees with a proprietary interest in the Company in order to: (i) increase the interest in the Company’s welfare of those individuals who share primary responsibility for the management, growth and protection of the business of the Company; (ii) furnish an incentive to such individuals to continue providing their services to the Company and its subsidiaries; and (iii) provide a means through which the Company and its subsidiaries may attract qualified persons to engage as consultants, officers, directors and employees.

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Major Shareholders

The following table lists the beneficial ownership of our securities as of May 23, 2022, by each person known by us to be the beneficial owner of 5% or more of the outstanding shares of any class of our securities. As of May 23, 2022, 279,525,899 of our ordinary shares were outstanding. As at May 23, 2022, with the exception of Shareholders disclosed in “Item 6.E Share Ownership”, we are not aware of any shareholder who beneficially owns, directly or indirectly, or exercises control or direction over, our common shares, of more than 5% of the outstanding common shares, except as follows:

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Outstanding
Margarita Kaplinskaya		19,977,169		7.15	%

The voting rights of our major shareholders do not differ from the voting rights of holders of our shares who are not major shareholders. Each of the above listed securities entitles the holder to one vote at our company’s shareholder meetings.

Shares Held in the United States

The following table indicates, as of May 23, 2002, the total number of common shares issued and outstanding, the approximate total number of holders of record of common shares, the number of holders of record of common shares with U.S. addresses, the portion of the outstanding common shares held by U.S. holders of record, and the percentage of common shares held by U.S. holders of record. This table does not indicate beneficial ownership of common shares.

Total Number of Holders of Record		Total Number of Common Shares Issued and Outstanding		Number of US Holders of Record		Number of Common Shares Held by US Holders of Record		Percentage of Common Shares Held by US Holders of Record
	59		279,525,899		18		25,568,167		9.15	%

Change of Control

As of May 23, 2022, there were no arrangements known to the Company which may, at a subsequent date, result in a change of control of the Company.

Control by Others

To the best of the Company’s knowledge, the Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.

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DESCRIPTION OF SECURITIES

General

Our common shares are quoted on the Pink Open Market under the symbol “EHVVF.” Our common shares were quoted on the OTCQB Venture Market under the symbol “EHVVF” from November 21, 2016, until they were removed to the Pink Open Market on April 30, 2019, because we were unable to cure our bid price deficiency. Prior to being quoted on the OTCQB Venture Market, there was no established market for our common shares. Our common shares trade and have traded on a limited or sporadic basis and should not be deemed to constitute an established public trading market. Broker-dealers often decline to trade in over-the-counter stocks that are quoted on the Pink Open Market given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common shares by reducing the number of potential investors. This may make it more difficult for investors in our common shares to sell shares to third parties or to otherwise dispose of their shares. This could cause our share price to decline, and there is no assurance that there will be liquidity in our common shares.

In addition, The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

Articles of Incorporation

Articles of Incorporation

We are governed by our amended articles of incorporation (the “Articles”) under the Business Corporations Act of Ontario (the “Act”) and by our by-laws (the “By-laws”). Our Articles provide that there are no restrictions on the business we may carry on or on the powers we may exercise. Companies incorporated under the Act are not required to include specific objects or purposes in their articles or by-laws.

Directors

Subject to certain exceptions, including in respect of voting on any resolution to approve a contract that relates primarily to the director’s remuneration, directors may not vote on resolutions to approve a material contract or material transaction if the director is a party to such contract or transaction. The directors are entitled to remuneration as shall from time to time be determined by the Board of Directors with no requirement for a quorum of independent directors. The directors have the ability under the Act to exercise our borrowing power, without authorization of the shareholders. The Act permits shareholders to restrict this authority through a company’s articles or by-laws (or through a unanimous shareholder agreement), but no such restrictions are in place for us. Our Articles and By-laws do not require directors to hold shares for qualification.

Rights, Preferences and Dividends Attaching to Shares

The holders of common shares have the right to receive dividends if and when declared. Each holder of common shares, as of the record date prior to a meeting, is entitled to attend and to cast one vote for each common share held as of such record date at such annual and/or special meeting, including with respect to the election or re-election of directors. Subject to the provisions of our By- laws, all directors may, if still qualified to serve as directors, stand for re-election. The numbers of our Board of Directors are not replaced at staggered intervals but are elected annually.

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On a distribution of assets on a winding-up, dissolution or other return of capital (subject to certain exceptions) the holders of common shares shall have a right to receive their pro rata share of such distribution. There are no sinking fund or redemption provisions in respect of the common shares. Our shareholders have no liability to further capital calls as all shares issued and outstanding are fully paid and non-assessable.

No other classes of shares are currently permitted to be issued.

Action Necessary to Change the Rights of Shareholders

The rights attaching to the different classes of shares may be varied by special resolution passed at a meeting of that class’s shareholders.

Annual and Special Meetings of Shareholders

Under the Act and our By-laws, we are required to mail a Notice of Meeting and Management Information Circular to registered shareholders not less than 21 days and not more than 50 days prior to the date of the meeting. Such materials must be filed concurrently with the applicable securities regulatory authorities in Canada and the US. Subject to certain provisions of the By-laws, a quorum of two or more shareholders in person or represented by proxy holding or representing by proxy not less than five (5%) percent of the total number of issued and outstanding shares enjoying voting rights at such meeting is required to properly constitute a meeting of shareholders. Shareholders and their duly appointed proxies and corporate representatives are entitled to be admitted to our annual and/or special meetings.

Limitations on the Rights to Own Shares

The Articles do not contain any limitations on the rights to own shares. Except as described below, there are currently no limitations imposed by Canadian federal or provincial laws on the rights of non-resident or foreign owners of Canadian securities to hold or vote the securities held. There are also no such limitations imposed by the Articles and By-laws with respect to our common shares.

Disclosure of Share Ownership

In general, under applicable securities regulation in Canada, a person or company who beneficially owns, directly or indirectly, voting securities of an issuer or who exercises control or direction over voting securities of an issuer or a combination of both, carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities is an insider and must, within 10 days of becoming an insider, file a report in the required form effective the date on which the person became an insider. The report must disclose any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. Additionally, securities regulation in Canada provides for the filing of a report by an insider of a reporting issuer whose holdings change, which report must be filed within 10 days from the day on which the change takes place.

The rules in the US governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those discussed above. Section 13 of the Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of more than 5% of a class of an equity security registered under Section 12 of the Exchange Act. In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the SEC containing the information prescribed by the regulations under Section 13 of the Exchange Act. This information is also required to be sent to the issuer of the securities and to each exchange where the securities are traded.

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Voting

The Company is authorized to issue voting and non-voting shares of Common Stock. All shares being offered in this Offering are voting shares of Common Stock and to date, the Company has not issued any shares of non-voting Common Stock. Each holder of Common Stock from this Offering shall be entitled to receive notice of and to attend all meetings of shareholders of the Company and at all such meetings shall be entitled to one (1) vote in respect of each Common Share held by such holder. The affirmative vote of 51% of the holders of Common Stock will likely also be sought to authorize the dissolution of the Company or the sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business of the Company. If, in the future, the Company issues non-voting common stock, which is not applicable to this Offering, the holders of such non-voting common shares shall not be entitled to receive notice of or to vote at any meetings of shareholders but shall be entitled to receive notice of any meeting of shareholders called for the purpose of authorizing the dissolution of the Company or the sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business of the Company.

Other Provisions of Articles and By-laws

There are no provisions in the Articles or By-laws:

● delaying or prohibiting a change in control of our company that operate only with respect to a merger, acquisition or corporate restructuring;

● discriminating against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares;

● requiring disclosure of share ownership; or

● governing changes in capital, where such provisions are more stringent than those required by law.

SECURITIES OFFERED

Current Offering

The Company is offering up to $5,000,000 total of Securities, consisting of Common Stock, no par value (the “Common Stock” or collectively the “Securities”).

Listing of Common Stock

Our common shares are quoted on the Pink Open Market under the symbol “EHVVF”.

Transfer Agent and Registrar

VStock Transfer

18 Lafayette Place

Woodmere, NY 11598

212-828-8436

www.vstocktransfer.com

Dividend Policy

We have not paid any dividends on our common shares. We anticipate that, for the foreseeable future, we will retain any future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends for at least the next several years. We may pay dividends on our common shares in the future if we generate profits and in accordance with the Business Corporations Act (Ontario). Any decision to pay dividends on common shares in the future will be made by the board of directors on the basis of the earnings, financial requirements and other conditions existing at such time.

55

LEGAL MATTERS

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Jonathan D. Leinwand, P.A.

EXPERTS

Turner Stone & Co. has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Turner, Stone & Company, LLP has presented their report with respect to our audited financial statements. The report of Turner, Stone & Company, LLP is included in reliance upon their authority as experts in accounting and auditing.

Our Audit Committee is comprised of Mr. Posen and Mr. Zeke Kaplan. Our Board has determined that Mr. Posen is an audit committee financial expert. Mr. Posen is independent either under the Rule 5605(d)(2) of the NASDAQ Capital Market and Rule 10A-3 of the Exchange Act.

Our audit committee consists of Mr. Posen and Mr. Kaplan. Mr. Posen serves as chairman of the audit committee. The audit committee ensures that the Company’s management has designed and implemented an effective system of internal financial controls, assesses the integrity of the financial statements and related financial disclosure of the Company, and reviews the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Additionally, the committee monitors and reports on the independence and performance of the Company’s independent auditors.

WHERE YOU CAN FIND MORE INFORMATION

This Offering Circular does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed herein, all of which must be read for a complete description of the terms relating to an investment in us. Such documents are available for inspection during regular business hours at our office by appointment, and upon written request, copies of documents not annexed to this Offering Circular will be provided to prospective investors. Each prospective investor is invited to ask questions of, and receive answers from, our representatives. Each prospective investor is invited to obtain such information concerning us and this offering, to the extent we possess the same or can acquire it without unreasonable effort or expense, as such prospective investor deems necessary to verify the accuracy of the information referred to into their Offering Circular. Arrangements to ask such questions or obtain such information should be made by contacting Rene Lauritsen - at our executive offices. The telephone number is (954) 233-3511. We reserve the right, however, in our sole discretion, to condition access to information that management deems proprietary in nature, on the execution by each prospective investor of appropriate confidentiality agreements prior to having access to such information.

The offering of the common stock is made solely by this Offering Circular and the exhibits hereto. The prospective investors have a right to inquire about and request and receive any additional information they may deem appropriate or necessary to further evaluate this offering and to make an investment decision. Our representatives may prepare written responses to such inquiries or requests if the information requested is available. The use of any documents other than those prepared and expressly authorized by us in connection with this offering is not permitted and should not be relied upon by any prospective investor.

ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR. THE INFORMATION PRESENTED IS AS OF THE DATE ON THE COVER HEREOF UNLESS ANOTHER DATE IS SPECIFIED, AND NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION PRESENTED SUBSEQUENT TO SUCH DATES(S).

56

INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS

Contents

	Page
Report of Independent Registered Accounting Firm PCAOB ID NO: 76	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3
Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2021 and 2020	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-6
Notes to the Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of EHAVE, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EHAVE, Inc. (the “Company”) as of December 31, 2021 and 2020 and the related consolidated statements of operations and other comprehensive loss, changes in stockholders’ deficit and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered continuing losses and negative cash flows from operations, has negative working capital and accumulated deficit and negative stockholders’ equity, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Turner, Stone & Company, LLP

We have served as the Company’s auditor since 2015.

Dallas, Texas

May 27, 2022

F-2

EHAVE, INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

	As of December 31,
	2021			2020
ASSETS
CURRENT ASSETS:
Cash	$	2,350,741		$	1,865,110
Prepaid expenses		-			24,247
Investments		26,250			26,250
Other current assets		50,000			40,000
Total current assets		2,426,991			1,955,607
Property and equipment		82,185			-
TOTAL ASSETS	$	2,509,176		$	1,955,607
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,834,742		$	1,349,866
Promissory note		-			349,079
Current portion of convertible notes, net of debt discount		1,067,199			222,493
Total current liabilities		2,901,941			1,921,438
Long-term portion of convertible notes, net of debt discount		130,147			432,578
TOTAL LIABILITIES		3,032,088			2,354,016
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS’ DEFICIT:
Common Stock, no par value, unlimited shares authorized, 244,523,925 and 67,169,962 shares issued and outstanding, respecively		24,631,466			17,328,406
Equity payable		3,157,789			1,874,963
Accumulated deficit		(26,316,815	)		(19,729,562	)
Accumulated other comprehensive income		114,597			127,784
TOTAL EHAVE, INC. STOCKHOLDERS’ DEFICIT		1,587,037			(398,409	)
Non-controlling interest		(2,109,949	)		-
TOTAL STOCKHOLDERS’ DEFICIT		(522,912	)		(398,409	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,509,176		$	1,955,607

F-3

EHAVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(Expressed in U.S. Dollars)

	For the Years Ended December 31,
	2021			2020
Operating expenses
General and administrative	$	6,681,261		$	3,921,536
Total operating expenses		6,681,261			3,921,536
OPERATING LOSS		(6,681,261	)		(3,921,536	)
Other income (expenses)
Interest expense		(70,953	)		(141,361	)
Amortization expense		(1,941,054	)		(804,356	)
(Loss) gain on settlement of debt		(480	)		4,179,971
Change in fair value of derivative liability		-			(3,004,387	)
Other income		-			176,933
Net loss from continuing operations		(8,693,748	)		(3,514,736	)
Net loss		(8,693,748	)		(3,514,736	)
Less: loss attributable to the noncontrolling interest		2,106,495			-
Net loss attributable to Ehave, Inc. stockholders	$	(6,587,253	)	$	(3,514,736	)
Other comprehensive loss
Foreign exchange translation adjustment		(13,187	)		(13,853	)
Total other comprehensive loss		(13,187	)		(13,853	)
Comprehensive loss	$	(8,706,935	)	$	(3,528,589	)
NET LOSS PER SHARE ATTRIBUTABLE TO EHAVE, INC. STOCKHOLDERS
Basic and diluted	$	(0.05	)	$	(0.11	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted		140,342,653			32,622,248

F-4

EHAVE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Expressed in U.S. Dollars)

	Common Stock				Equity		Accumulated			Accumulated Other Comprehensive			Total Ehave, Inc.			Non-Controlling			Total
	Shares		Amount		Payable		(Deficit)			Income			Equity			Interest			Equity
Balance, January 1, 2020		25,413,920	$	13,842,414	$	-		(16,214,826	)	$	141,637		$	(2,230,775	)	$	-		$	(2,230,775	)
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt		-		2,112,765		-		-			-			2,112,765			-			2,112,765
Common stock issued upon conversion of convertible promissory notes		37,818,154		378,182		-		-			-			378,182			-			378,182
Common stock issued for Curedash		353,622		40,000		-		-			-			40,000			-			40,000
Common stock issued for Psytech		1,050,000		26,250		-		-			-			26,250			-			26,250
Common stock issued upon cashless warrant exercise		100,909		-		-		-			-			-			-			-
Stock based compensation		2,433,357		928,795		-		-			-			928,795			-			928,795
Equity payable to Chief Executive Officer		-		-		1,874,963		-			-			1,874,963						1,874,963
Foreign exchange translation		-		-		-		-			(13,853	)		(13,853	)		-			(13,853	)
Net loss		-		-		-		(3,514,736	)		-			(3,514,736	)		-			(3,514,736	)
Balance, December 31, 2020		67,169,962		17,328,406		1,874,963		(19,729,562	)		127,784			(398,409	)		-			(398,409	)
Disposal and re-acquisition of Mycotopia Therapies, Inc.		-		3,454				-			-			3,454			(3,454	)		-
Common stock issued for regulation A offerings		22,682,142		1,502,000		-		-						1,502,000			-			1,502,000
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt		-		1,512,000		-		-			-			1,512,000			-			1,512,000
Common stock issued upon conversion of convertible promissory notes		141,635,524		1,469,004		-		-			-			1,469,004			-			1,469,004
Common stock issued upon cashless warrant exercise		5,681,985		-		-		-			-			-			-			-
Stock based compensation		7,354,312		2,816,602		-		-			-			2,816,602			-			2,816,602
Equity payable to Chief Executive Officer		-		-		1,282,826		-			-			1,282,826			-			1,282,826
Foreign exchange translation		-		-		-		-			(13,187	)		(13,187	)		-			(13,187	)
Net loss		-		-				(6,587,253	)		-			(6,587,253	)		(2,106,495	)		(8,693,748	)
Balance, December 31, 2021		244,523,925	$	24,631,466	$	3,157,789		(26,316,815	)	$	114,597		$	1,587,037		$	(2,109,949	)	$	(522,912	)

F-5

EHAVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

	For the Years Ended December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(8,693,748	)	$	(3,514,736	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		19,899			-
Stock based compensation		2,816,602			928,795
Amortization of debt discount		1,939,675			896,348
Non-cash interest expense		18,954			-
Equity payable to Chief Executive Officer recorded as operating expense		1,282,826			1,874,963
Impairment of fixed assets		100,000			-
Loss (gain) on settlement of debt		480			(4,179,971	)
Gain on forgiveness of development grant		-			(176,933	)
Change in fair value of derivative liability		-			3,004,387
Changes in operating assets and liabilities:
Prepaid expenses and other assets		326,885			451,550
Accounts payable and other payables		224,638			677,576
NET CASH USED IN OPERATING ACTIVITIES		(1,963,788	)		(38,021	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(212,582	)		-
Proceeds from sale of subsidiary		350,000			-
Purchase of subsidiary		(350,000	)		-
NET CASH USED IN INVESTING ACTIVITIES		(212,582	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of promissory notes		(349,079	)		(138,561	)
Net proceeds from convertible notes		1,512,000			2,238,170
Payment of convertible notes		-			(141,000	)
Financing fees		-			(63,500	)
Proceeds from Reg A investment		1,502,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,664,921			1,895,109
Effect of exchange rate on cash		(2,920	)		(9,508	)
Net increase (decrease) in cash		485,631			1,847,580
Cash, beginning of period		1,865,110			17,530
Cash, end of period	$	2,350,741		$	1,865,110
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for conversion of debt	$	1,469,004		$	378,182
Common stock issued for CureDash	$	-		$	40,000
Common stock issued for Psytech				$	26,250
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

F-6

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

1. ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and General Description of Business

EHAVE, Inc. (formerly known as “Behavioral Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011.

The Company is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our rehabilitation software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors.

Mycotopia sponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed by Ehave.

Basis of Presentation and principles of consolidation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s functional currency is Canadian dollars. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Mycotopia Therapies, Inc. (“Mycotopia”) of which the Company has a 75.77% controlling ownership interest. All inter-company accounts and transaction have been eliminated in consolidation. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation.

Foreign Currency Translation

The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Expenses are translated using average exchange rates during the period. The result from currency translation is reflected in stockholders’ deficit as a component of accumulated other comprehensive income.

Foreign Currency Risk

The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints.

Cash and cash equivalents

The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments.

Software Products and Research and Development

Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. For the years ended December 31, 2021 and 2020, the Company recorded $101,633 and $0, respectively, as general and administrative expense for software development costs,

F-7

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense totaled $363,450 and $0 for the years ended December 31, 2021 and 2020, respectively.

Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line method of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000

The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows:

Medical equipment 5 years

As of December 31, 2021 and 2020, property and equipment consisted of the following:

	December 31,
	2021			2020
Medical equipment	$	102,084		$	-
Total		102,084			-
Less, accumulated depreciation		(19,899	)		-
Equipment, net	$	82,185		$	-

During the years ending December 31, 2021 and 2020, the Company recorded depreciation expense of approximately $19,899 and $0, respectively.

Impairment of Long-lived Assets

Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. There were no impairments of property and equipment or intangible assets recognized during the years ended December 31, 2021 and 2020.

Leases

The Company reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. The Company reimburses its CEO, Ben Kaplan, for leased office space in the amount of $4,000 per month. For the year ending December 31, 2021 and 2020, rent expense was $48,000 and $0. Other than the Company’s reimbursement of its CEO for rent on a month-to-month basis, the Company has not entered into any lease agreements.

F-8

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Income Taxes

Income tax expense is based on income before income taxes and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

Net Loss per Common Share, basic

The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the year ended December 31, 2021, the Company had outstanding warrants to purchase 28,770,458 common shares and 142,928,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. For the year ended December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive.

Recent Accounting Pronouncements

During the periods ended December 31, 2021 and 2020 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate the continuation of the Company as a going concern.

Through December 31, 2021, the Company has incurred an accumulated deficit of $26,316,815, primarily as a result of expenses incurred through a combination of development and commercialization activities related to our products and general and administrative expenses supporting those activities, as well as an operating loss of $8,693,748 for the year ended December 31, 2021. Our total cash balance as of December 31, 2021 was $2,350,741. At December 31, 2021, we had a working capital deficit of $474,950. We anticipate that we will continue to incur losses and negative cash flows from operations, and that such losses will increase over the next several years. As a result of these expected losses and negative cash flows from operations, along with our current cash position, we may not have sufficient resources to fund operations for one year from the date we issued these financial statements. Therefore, there is substantial doubt about our ability to continue as a going concern.

F-9

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

3. FAIR VALUE MEASUREMENT

ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Other current assets, accounts payable and accrued expenses, and convertible notes are all stated at book value due to the term and nature of such items.

4. RELATED PARTY TRANSACTIONS

During the period ended December 31, 2020, the Company issued a convertible promissory note to a related party for the principal amount of $11,000, in the aggregate, including $1,000 of original issue discount and 110,000 warrants, in the aggregate, with an exercise price of $0.01 per share. During the year ended December 31, 2021, this note was converted into 110,000 shares of common stock.

On August 4, 2020, the Company issued 775,194 shares of common stock, in the aggregate, to two individuals who are a related party and directors of the Company for services rendered.

Consulting Agreement with the CEO

On January 1, 2021, the Company entered into an Executive Consulting Agreement, which superseded the previous consulting agreement, with Benjamin Kaplan to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021 and 2020, the Company has recorded $210,900 and $320,000, respectively, as accrued expense in relation to the Executive Consulting Agreement. As of December 31, 2021 and 2020, the Company has accrued $3,157,789 and $1,874,963, respectively, as equity payable in relation to the Executive Consulting Agreement. During the years ending December 31, 2021 and 2020, the Company has recorded $1,691,226 and $2,194,963 as general and administrative expense in relation to the executive consulting agreement. During the year ending December 31, 2021, the Company paid $517,500 to the CEO in relation to the Executive Consulting Agreement.

On June 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s CEO for an initial term of 24 months. In addition to the monthly consulting fee, the Agreement provides for a one month ‘termination fee’ if the Agreement is terminated without cause.

On June 29, 2019, the Company and BK amended the Agreement as follows:

BK was granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $0.01 USD per share and shall expire April 16, 2022.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695 (see Note 7).

Upon the closing of a Significant Transaction (defined as the closing of financing for at least $500,000 or the closing of an acquisition with a valuation (determined by the value of the consideration paid by the Company) of not less than $1,000,000 USD), BK would be granted a number of shares equal to 5% of the issued and outstanding common shares, on a fully diluted basis including such shares to be issued or that could be issued pursuant to the transaction on the closing date of such Significant Transaction. This stock grant can be earned by BK for each Significant Transaction closed during the term of the Agreement.

On January 1, 2021, the Company entered into a new consulting agreement with the CEO for a term of 36 months and will automatically renew for an additional 12 months. Compensation under the January 1, 2021 agreement is as follows:

Annual Salary Compensation

The Company shall pay the CEO a fee of $24,000 per month as annual salary compensation. During the year ended December 31, 2021, the Company recorded $288,000 as general and administrative expense for the CEO fee.

F-10

 EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Bonus

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones.

Bonus (Canadian Dollars)		EBITDA Milestones (Canadian Dollars)
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining the below market cap for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone (Canadian Dollars)
5,000,000	$	20,000,000
5,000,000	$	40,000,000
5,000,000	$	60,000,000
5,000,000	$	80,000,000
5,000,000	$	100,000,000

Stock Grants – Significant Transactions

Upon the Company closing of a Significant Transaction, the CEO shall be granted shares of common stock or new series of preferred shares of the Company that is convertible into common stock equal to 10% of the value of all the consideration, including any stock, cash or debt of such completed transaction. The CEO shall earn this grant for each Significant Transaction closed by the Company. A “Significant Transaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic line of business, and a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides cash flow or equivalent value in excess of $250,000. For the years ending December 31, 2021 and 2020, the Company accrued $1,282,826 and $1,874,963, respectively, as equity payable in relation to the Significant Transaction milestones being met. These amounts were recorded as general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

Equity Payable to Chief Executive Officer

As of December 31, 2021 and 2020, the Company recorded $3,157,789 and $1,874,963, respectively, as equity payable for Significant Transactions. During the years ended December 31, 2021 and 2020, the Company recorded $1,282,826 and $1,874,963, respectively, as general and administrative expense for Significant Transactions entered into during the periods.

Other Expenses

The Company will reimburse the CEO for other expenses of $3,000 per month.

Assistant

The Company will reimburse the CEO up to $700 per weeks to hire an assistant.

Rent

The Company will reimburse the CEO up to $4,000 per month to lease office space to be used for Company matters.

F-11

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Consulting Agreement with CFO

On October 1, 2020, the Company entered into a consulting agreement with the Company’s CFO, James Cardwell for an initial term of one year, which was extended for an additional year upon its anniversary. Compensation pursuant to the agreement shall be a minimum of $1,500 per month. As of December 31, 2021 and 2020, the Company has accrued $16,500 and $4,500, respectively, as accrued expense in relations to this agreement.

Consulting Agreement with Chief Technology Officer

On January 1, 2020, the Company entered into an executive employment agreement with the Chief Technology Officer. The Company shall pay the executive $120,000 annually for services rendered. During the year ended December 31, 2021, the Company issued 2,033,016 shares of common stock with a fair value of $130,113. As of December 31, 2021 and 2020, the Company recorded $138,360 and $129,180 as accrued expenses related to this agreement.

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES

Convertible Notes

During the years ended December 31, 2021 and 2020, the Company issued convertible promissory notes (the “Notes”) with a term 18 months upon issuance. The Notes were issued with and original issue discount (an “OID”) of 10%, and mature beginning April 2022 thru August 2022. At December 31, 2021 the Notes are convertible into 142,928,343 shares of the Company’ common stock and 1,007,500 shares of Mycotopia common stock. During the years ended December 31, 2021 and 2020, the Company issued 141,635,524 and 37,818,154, respectively, shares of common stock upon conversion of the Notes and accrued interest.

The following table summarizes the Notes activity during the years ended December 31, 2021 and 2020:

	As of December 31, 2021
Convertible promissory notes, balance at January 1, 2020	$	-
Issuances		2,544,487
Conversions		(378,182	)
Debt discount		(2,407,582	)
Amortization of original issue discount (interest expense)		804,356
Amortization of BCF and warrants (amortization expense)		91,992
Convertible promissory notes, balance at December 31, 2020		655,071
Issuances		1,713,700
Conversions (not inclusive of accrued interest of $44,104)		(1,424,900	)
Debt discount		(1,686,200	)
Amortization of original issue discount (interest expense)		355,047
Amortization of BCF and warrants (amortization expense)		1,584,628
Convertible promissory notes, balance at December 31, 2021	$	1,197,346

Promissory Note

On December 20, 2021, the Company entered into a settlement agreement to apply the $302,637 tax refund from OIDMTC as payment for the promissory note recorded in the amount of $349,079 as of December 31, 2020. In connection with the settlement, previous amounts of principal and accrued interest due under the promissory note were forgiven in the aggregate amount of $350,739. As part of the settlement, the Company agreed to compensate the lenders and issued $50,569 worth of common stock. For the year ended December 31, 2021, the Company recorded in its consolidated statements of operations a loss on settlement of debt in the amount of $480.

F-12

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

6. COMMITMENTS AND CONTINGENCIES

Collaboration Agreement

The Company entered into a collaboration agreement with a hospital located in Canada. As of December 31, 2021 and 2020, the Company recorded $10,000 and $5,000, respectively, for the annual royalty due under the terms of the collaboration agreement.

Agreements

On January 1, 2020, the Company entered into a consulting agreement for investor relations services. The Company shall pay the consultant $6,500 per month for services rendered to be paid $2,500 in cash and $4,000 in common shares of the Company to be valued at a 20% discount to the lowest trading price for the five trading days prior to date upon which payment is due. As of December 31 2021 and 2020, the Company recorded $75,966 and $79,159 as accrued expenses related to this agreement.

On November 16, 2021, the Company entered into a consulting agreement for a term of three years to advise the Company and its Ketadash Subsidiary (see “Subsequent Events”) in establishing services to be provided in California. The Company will pay the consultant a percentage of gross profits as follows: (i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding $5,000,001. As of December 31, 2021 and the date of this filing, no amounts have been earned under this contract.

Medical Advisory Board Agreements

During the period ended December 31, 2020, the Company entered into medical advisory board agreements with four members for a term of one year each. As consideration for the services to be rendered, the Company agreed to pay $45,000 in cash and $155,000 worth of stock in common stock. As of December 31, 2021 and 2020, the Company has accrued $209,836 and $105,438 in relation to these agreements.

7. STOCKHOLDERS’ EQUITY (DEFICIT)

On September 15, 2020, the Company issued 1,050,000 shares of common stock in accordance with a strategic alliance agreement and as consideration for the purchase of 1,050,000 share of Psychedelitech, Inc. (“Psychedelitech”) (a private Ontario corporation). As a result of the transaction, the Company purchased 10% of Psychedelitech. The shares were recorded at fair value on the date of issuance of $26,250. As of December 31, 2021 and 2020, the investment in Psychedelitech is recorded at cost in the amount of $26,250.

During the year ended December 31, 2020, the Company issued 37,818,154 shares of common stock, in the aggregate, upon conversion of $378,182 of convertible promissory notes (see Note 5).

During the year ended December 31, 2020, the Company issued 100,909 shares of common stock upon the cashless exercise of 110,000 warrants.

On December 31, 2020, the Company issued 353,622 shares of common stock in relation to an asset sale and purchase agreement entered into on January 21, 2021 with CureDash, Inc. (a Deleware Corporation) (“CureDash” or the “Seller”). The shares were recorded at fair value on the date of issuance of $40,000. As of December 31, 2020, the Company recorded this amount as other current asset in the consolidated balance sheet. On January 21, 2021, the Company purchased tangible and intangible assets from the Seller in order to begin a new venture in psychosis therapy. The purchase price of the assets was $100,000 payable with the issuance of the 353,622 shares of common stock and $60,000 in cash which was paid upon closing on January 21, 2021. As of December 31, 2021, the Company recorded the purchase as an asset acquisition and recorded $100,000 as fixed assets where were impaired during the year ended December 31, 2021 (see Note 1, Property and Equipment).

F-13

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On January 19, 2021, the Company consummated its agreement with the former and current directors of 20/20 Global, Inc. (“20/20 Global”) that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of Mycotopioa Therapies, Inc. (“MYC”), the Company’s wholly owned subsidiary, from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock from third parties, which constitutes approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash. There was a change in control of 20/20 Global’s board of directors and the transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and 20/20 Global the legal acquirer. The Company acquired a controlling interest in 20/20 Global, changed its name to Mycotopia Therapies, Inc. (“Mycotopia”), and consolidated Mycotopia as of December 31, 2021. The Company recorded a non-controlling interest in the amount of negative $3,454 for the disposal of MYC and re-acquisition of Mycotopia. The purpose of this transaction was to monetize the Company’s subsidiary into a publicly traded company.

During the year ended December 31, 2021, the Company received aggregate investments of $1,502,000 and issued 22,682,142 shares of common stock, in the aggregate, from Regulation A Offerings.

During the year ended December 31, 2021, the Company issued 5,681,985 shares of common stock upon the cashless exercise of 6,709,890 warrants.

During the year ended December 31, 2021, the Company issued 141,635,524 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $1,469,004, in the aggreage. (see Note 5).

STOCK BASED COMPENSATION

During the year ended December 31, 2020, the Company entered into a finder’s fee agreement with a consultant to assist the Company in procuring sources of financing such as equity, debt, or a merger or sale of the Company. Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent. During the year ending December 31, 2020, the Company issued 1,250,000 shares of common stock which was recorded at fair value of $46,875 and paid $63,500 in relation to the finder’s fee agreement. The Company recognized these amounts as interest expense in the Company’s consolidated statements of operations and other comprehensive loss during the year ended December 31, 2020.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695. The Company expensed $720,695 as general and administrative expense in relation to this issuance. The Company valued these warrants using the Black-Scholes option pricing model using the following assumptions: a) stock prices of $0.37 and $0.12, b) exercise price of $0.01, c) dividend rate of 0%, d) risk free rates of 0.20% and 0.13%, and e) expected volatility of 570% and 648%.

During the year ended December 31, 2020, the Company issued 1,183,357 shares of common stock, in the aggregate to consultants for services rendered. The Company expensed $161,225, in the aggregate, in relation to this issuance.

During the year ending December 31, 2021, the Company issued 7,354,312 shares of Ehave common stock for services rendered. The Company recorded stock based compensation of $2,816,602 for the fair value of the shares issued of $534,602 and $2,282,000 as equity for services rendered to Mycotopia.

F-14

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Warrants Issued

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021 and 2020.

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2020		-		$
Granted		28,803,368			0.01		1.41
Exercised		(110,000	)		0.01
Forfeited		-
Warrants outstanding at December 31, 2020		28,693,368			0.01		1.12
Granted		6,787,000			0.01		1.50
Exercised		(6,709,890	)		0.01
Forfeited		-
Warrant outstanding at December 31, 2021		28,770,478		$	0.01		0.44

The intrinsic value of warrants outstanding as of December 31, 2021 was $3,288.

The warrants granted during the period ending December 31, 2021 and 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Year Ended December 31,
	2021			2020
Expected term, in years		1.5			2.83
Expected volatility		100	%		162.24	%
Risk free interest rate		0.11	%		0.44	%
Dividend yield		-			-

8. INCOME TAXES

The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate a deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income tax has been recorded for the years ended December 31, 2021 and December 31, 2020 due to the Company’s operating losses.

As of December 31, 2021, the Company has a net operating loss for tax purposes of CAD $15,715,067 (2020 – CAD $11,448,330) that can be carried forward over 20 years.

Deferred Income Taxes

Deferred income taxes primarily represent the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The components of the Company’s deferred taxes are as follows:

	2021			2020
Deferred tax assets (liabilities):
Deferred tax asset, beginning	$	1,074,000		$	741,000
Increase in valuation reserve		2,365,000			333,000
Deferred tax asset, ending		3,439,000			1,074,000
Valuation allowance		(3,439,000	)		(1,074,000	)
Net deferred tax assets	$	-		$	-

F-15

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

9. SUBSEQUENT EVENTS

On January 8, 2022, the Company entered into a stock purchase agreement to acquire 100% of the issued and outstanding shares of Rejuv IV, Inc., a California company, (or “Ketadash”) from the seller (the “Seller”). The purchase price of the shares is $250,000 payable as follows: (i) $75,000 in cash, and (ii) $175,000 of common stock valued at the average closing price for the five trading days preceding January 8, 2022. As of the date of this filing, the Company paid 100% of the purchase price, paid the $75,000 in cash and issued 19,977,169 shares of common stock.

Subsequent to year end, the Company issued 15,800,000 shares of common stock upon the conversion of $158,000 of convertible debt in accordance with the terms of the agreement.

Subsequent to year end, the Company issued 5,055,381 to a consultant for services rendered at a fair value of approximately $75,000.

Subsequent to year end, the Company received 212,488 shares of Wesana Health Holdings, Inc. in exchange for all of the Company’s Psytech shares.

Mycotopia Merger

On May 18, 2022, Mycotopia entered into an Agreement and Plan of Merger (the “Agreement” whereby Mycotopia will merge with a wholly owned subsidiary of PSLY.com. Simultaneously E,iVentures, Inc. (“E.i”) will merge with a separate wholly owned subsidiary of PSLY.com.

At closing each share of common stock of Mycotopia, par value $.001 per share (the “Mycotopia Common Stock”), issued and outstanding immediately prior to the effective time of the merger shall be converted into the right to receive 0.25 fully paid and nonassessable share of PSLY.com Common Stock.

At Closing each share of common stock of E.i will be convertible into the right receive a number of PSLY.com Common Stock equal to (i) the sum of $360,000,000 (Three Hundred Sixty Million Dollars) (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of EVI Common Stock then issued and outstanding times four (4).

The closing of the Merger will take place as soon as practicable (and, in any event, within two (2) Business Days) after satisfaction of all conditions to the Merger.

F-16

Consolidated Financial Statements:
Independent Auditors Report	F-18
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-19
Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2020 and 2019	F-20
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2020 and 2019	F-21
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	F-22
Notes to consolidated financial statements	F-23

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of EHAVE, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EHAVE, Inc. (the “Company”) as of December 31, 2020 and 2019 and the related consolidated statements of operations and other comprehensive income (loss), changes in stockholders’ deficit and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered continuing losses and negative cash flows from operations, has negative working capital and an accumulated deficit and negative stockholders’ equity, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Dallas, Texas

May 26, 2021

We have served as the Company’s auditor since 2015.

F-18

EHAVE, INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

	December 31,
	2020			2019
ASSETS
CURRENT ASSETS:
Cash	$	1,865,110		$	17,530
Prepaid expenses		24,247			7,804
Refundable taxes		-			30,831
Investments		26,250			-
Other current assets		40,000			-
Total current assets		1,955,607			56,165
Other receivables		-			440,572
TOTAL ASSETS	$	1,955,607		$	496,737
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	382,225		$	521,432
Taxes payables		6,613			6,541
Other payables		2,751,326			281,527
Advances from former officers and directors		30,736			30,400
Promissory notes		349,079			270,018
Current portion of convertible notes, net of debt discount of $200,313		222,493			142,352
Derivative liability		-			1,250,584
Accrued interest on promissory notes and convertible notes		53,929			51,075
Total current liabilities		3,796,401			2,553,929
Long-term portion of convertible notes, net of debt discount of $1,310,921		432,578			-
Development grant		-			173,583
TOTAL LIABILITIES		4,228,979			2,727,512
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT:
Common stock, no par value, unlimited shares authorized, 67,169,962 and 25,413,920 issued and outstanding as of December 31, 2020 and 2019, respectively		7,948,416			7,503,984
Additional paid in capital		9,379,990			6,338,430
Accumulated deficit		(19,729,562	)		(16,214,826	)
Accumulated other comprehensive income		127,784			141,637
TOTAL STOCKHOLDERS’ DEFICIT		(2,273,372	)		(2,230,775	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,955,607		$	496,737

F-19

EHAVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Expressed in U.S. Dollars)

	For the Year Ended December 31,
	2020			2019
Operating expenses
General and administrative	$	2,046,573		$	411,019
Total operating expenses		2,046,573			411,019
OPERATING LOSS		(2,046,573	)		(411,019	)
Other income (expenses)
Interest expense		(2,016,324	)		(172,334	)
Amortization expense		(804,356	)		-
Change in fair value of derivative liabilty		(3,004,387	)		-
Change in fair value of warrant liability		-			-
Gain on settlement of debt		4,179,971			-
Other income		176,933			-
Foreign exchange (gain) loss		-			(1,099	)
Net income (loss) from continuing operations	$	(3,514,736	)	$	(584,452	)
Loss from discontinued operations		-			(3,701,024	)
Gain on sale of intangible assets, net		-			648,108
Net loss from discontinued operations		-			(3,052,916	)
Net income (loss)	$	(3,514,736	)	$	(3,637,368	)
Other comprehensive (loss) income
Foreign exchange translation adjustment		(13,853	)		(157,541	)
Total other comprehensive income		(13,853	)		(157,541	)
Comprehensive income (loss)	$	(3,528,589	)	$	(3,794,909	)
AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
Loss from continuing operations		(3,528,589	)		(741,993	)
Loss from discontinued operations		-			(3,052,916	)
COMPREHENSIVE NET LOSS	$	(3,528,589	)	$	(3,794,909	)
NET INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	(0.11	)	$	(0.03	)
Diluted	$	(0.11	)	$	(0.03	)
NET INCOME (LOSS) PER SHARE FROM DISCONTINUED OPERATIONS:
Basic	$	-		$	(0.14	)
Diluted	$	-		$	(0.14	)
NET INCOME (LOSS) PER SHARE:
Basic	$	(0.11	)	$	(0.18	)
Diluted	$	(0.11	)	$	(0.18	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		32,622,248			21,454,189
Diluted		32,622,248			21,454,189

The accompanying notes are an integral part of these consolidated financial statements.

F-20

EHAVE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Expressed in U.S. Dollars)

											Accumulated
					Additional						Other
	Common Stock				Paid-in			Accumulated			Comprehensive
	Shares		Amount		Capital			(Deficit)			Income			Total
Balance, January 1, 2019		751,108	$	1,544,904	$	6,999,942		$	(12,577,458	)	$	299,178		$	(3,733,434	)
Stock based compensation		4,263,840		2,131,920		19,871			-			-			2,151,791
Stock issued in exchange for vested options		48,399		681,383		(681,383	)		-			-			-
Share issuance upon Exchange Agreement		20,350,573		3,145,777		-			-			-			3,145,777
Foreign exchange translation		-		-		-			-			(157,541	)		(157,541	)
Net Loss		-		-		-			(3,637,368	)		-			(3,637,368	)
Balance, December 31, 2019		25,413,920		7,503,984		6,338,430			(16,214,826	)		141,637			(2,230,775	)
Fair value of warrants issued in connection with convertible debt		-		-		1,412,539			-			-			1,412,539
Fair value of benecifical conversion feature issued in connection with convertible debt		-		-		700,226			-			-			700,226
Common stock issued upon conversion of debt		37,818,154		378,182		-			-			-			378,182
Common stock issued for CureDash		353,622		40,000		-			-			-			40,000
Common stock issued for Psytech		1,050,000		26,250		-			-			-			26,250
Common stock issued upon cashless warrant exercise		100,909		-		-			-			-			-
Stock based compensation		2,433,357		-		928,795			-			-			928,795
Foreign exchange translation		-		-		-			-			(13,853	)		(13,853	)
Net Income									(3,514,736	)					(3,514,736	)
Balance, December 31, 2020		67,169,962	$	7,948,416	$	9,379,990		$	(19,729,562	)	$	127,784		$	(2,273,372	)

The accompanying notes are an integral part of these consolidated financial statements.

F-21

EHAVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

	Twelve Months Ended December 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,514,736	)	$	(3,637,368	)
Loss from discontinued operations		-			3,052,916
Loss from continuing operations		(3,514,736	)		(584,452	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		928,795			-
Amortization of debt discount		896,348			-
Non-cash interest expense		1,874,963			-
Gain on settlement of debt		(4,179,971	)		-
Gain on forgiveness of development grant		(176,933	)		-
Change in fair value of derivative liability		3,004,387			-
Change in fair value of warrant liability		-			-
Changes in operating assets and liabilities:
Other receivables		438,579			(1,314	)
Prepaid expenses and other assets		(16,729	)		(7,804	)
Accounts payable and other payables		677,531			(80,062	)
Accrued interest on convertible notes		45			111,994
Refundable taxes receivable		29,701			(21,077	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES - CONTINUING OPERATIONS		(38,021	)		(582,715	)
NET CASH USED IN OPERATING ACTIVITIES - DISCONTINUED OPERATIONS		-			(298,649	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(38,021	)		(881,363	)
NET CASH PROVIDED BY INVESTING ACTIVITIES:
NET CASH PROVIDED BY INVESTING ACTIVITIES - CONTINUING OPERATIONS		-			648,108
NET CASH PROVIDED BY INVESTING ACTIVITIES - DISCONTINUED OPERATIONS		-			-
NET CASH PROVIDED BY INVESTING ACTIVITIES		-			648,108
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		2,238,170			545,018
Repayment of convertible notes		(141,000	)		-
Financing fees		(63,500	)		-
Repayment of promissory notes		(138,561	)		(275,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES - CONTINUING OPERATIONS		1,895,109			270,018
NET CASH PROVIDED BY FINANCING ACTIVITIES -DISCONTINUED OPERATIONS		-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,895,109			270,018
Effect of exchange rate on cash		(9,508	)		(30,455	)
Net increase in cash		1,847,580			6,308
Cash, beginning of period		17,530			11,222
Cash, end of period	$	1,865,110		$	17,530
SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock issued for conversion of debt	$	378,182		$	-
Common stock issued for CureDash	$	40,000		$	-
Common stock issued for Psytech	$	26,250		$	-
Accrued interest converted to common stock	$	-		$	300,362
Debt converted to common stock	$	-		$	2,845,414

The accompanying notes are an integral part of these consolidated financial statements.

F-22

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

1. ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and General Description of Business

EHAVE, Inc. (formerly known as “Behavioural Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a publicly listed company whose shares are quoted on the Pink Open Market under the symbol EHVVF in the United States. On April 30, 2019, our common shares were removed from the OTCQB Venture Market to the Pink Open Market because we were unable able to cure our bid price deficiency.

The Company is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and rehabilitation software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies and payors.

The COVID-19 outbreak, which surfaced in Wuhan, China in December 2019 and which was subsequently declared a pandemic by the World Health Organization in March 2020, has had a pronounced effect on the domestic and global economies. The Company’s business has been materially adversely impacted by the recent COVID-19 outbreak and may continue to be materially adversely impacted in the future. The extent of the impact of COVID-19 on the Company’s business, financial results, liquidity and cash flows will depend largely on future developments, including new information that may emerge concerning the severity and action taken to contain or prevent further spread within the U.S. and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted.

Basis of Presentation and principles of consolidation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s functional currency is Canadian dollars. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its wholly owned subsidiary, Mycotopia Therapies, Inc. All inter-company accounts and transaction have been eliminated in consolidation. Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation.

The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as the Company does not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of December 31, 2020, its last fiscal year. The Company has elected to take advantage of the extended transition period provided in Section 102(b)(1) of the JOBS Act for complying with new or revised accounting standards.

Foreign Currency Translation

The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. The result from currency translation is reflected in stockholders’ deficit as a component of accumulated other comprehensive income.

Foreign Currency Risk

The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are primarily in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints.

F-23

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Software Products and Research and Development

Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method.

Income Taxes

Income tax expense is based on income before income taxes and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

The Company has made applications for Ontario Interactive Digital Media Tax Credits (“OIDMTC”). Judgment is required in the determination of qualifying expenses. The final determination of qualifying expenses is not known until acceptance by tax authorities. The Company’s credits have been reflected in the financial statements. (See Note. 5 “Other Receivable”)

Net Loss per Common Share, basic

The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity. At December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive.

Recent Pronouncements

During the years ended December 31, 2020 and 2019 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

F-24

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate the continuation of the Company as a going concern.

Through December 31, 2020, the Company has incurred an accumulated deficit of $19,729,562, primarily as a result of expenses incurred through a combination of development and commercialization activities related to our products and general and administrative expenses supporting those activities, as well as an operating loss of $3,514,736. Our total cash balance as of December 31, 2020 was $1,865,110. At December 31, 2020, we had a working capital deficit of $1,840,794. We anticipate that we will continue to incur losses and negative cash flows from operations, and that such losses will increase over the next several years. As a result of these expected losses and negative cash flows from operations, along with our current cash position, we may not have sufficient resources to fund operations for one year from the date we issued these financial statements. Therefore, there is substantial doubt about our ability to continue as a going concern.

3. FAIR VALUE MEASUREMENT

ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Refundable taxes, accounts payable, development grant and convertible notes are all stated at book value due to the term and nature of such items.

4. SALE OF INTANGIBLE ASSETS AND DISCONTINUED OPERATION

On March 22, 2019 the Company entered into an asset purchase agreement with Zyus Life Sciences, Inc. (“Zyus”) and completed the sales of certain intellectual property assets and rights relating to the Company’s health informatics platform (the “Asset Purchase Agreement”). In accordance with the Asset Purchase Agreement, the Company received in the aggregate from Zyus (i) CAD $1.2 million in cash, and (ii) 361,011 of Zyus common shares. During the year ended December 31, 2019, the Company recorded CAD $551,892 of expenses directly associated with the Asset Purchase Agreement and recorded a gain on the sale of intangible assets, net, in the amount of $648,108. There is no value recorded for the Zyus common shares due to the lack of an active market and ascertainable value.

With the consummation of this sale, the Company’s current operations were discontinued due to the elimination of the ongoing operations and cash flows of the component, the resignation of then current executive management and abandonment of its leased facilities.

F-25

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Operating results for the years ended December 31, 2019 for the Ehave Connect platform and related operating expenses are presented as discontinued operations as follows:

	Year Ended December 31,
	2019
Operating expenses from discontinued operation
General and administrative expenses	$	2,450,440
Total operating expenses from discontinued operation		2,450,440
OPERATING LOSS FROM DISCONTINUED OPERATION		(2,450,440	)
Change in fair market value of derivative liabilities		(1,250,584	)
Gain on sale of intangible assets, net		648,108
Net loss from discontinued operations	$	(3,052,916	)

5. OTHER RECEIVABLE

As of December 31, 2019, other receivables includes $300,018 that relates to filed applications for Ontario Interactive Media Tax Credits. The Company recently filed an amended 2016 tax return and its 2018 tax return in order to receive payment for the Ontario Interactive Media Tax Credits. The review process has been completed and the Canada Revenue Agency issued the refund in full.

6. RELATED PARTY TRANSACTIONS

The related party transactions are as follows:

During the year ended December 31, 2020, the Company issued two convertible promissory notes to a related party for the principal amount of $256,520, in the aggregate, including $23,320 of original issue discount and 2,565,200 warrants, in the aggregate, with an exercise price of $0.01 per share. The term of the notes is 18 months and carries an effective interest rate of 8.00%. $178,189 of the note matures on July 17, 2021 and $78,331 matures on July 29, 2021. The convertible promissory note is convertible into shares of common stock at $0.01 per share.

During the year ended December 31, 2020, the Company issued a convertible promissory note to a related party for the principal amount of $11,000, in the aggregate, including $1,000 of original issue discount and 110,000 warrants, in the aggregate, with an exercise price of $0.01 per share. The term of the note is 18 months and carries an effective interest rate of 8.00%. The note matures on May 11, 2022.

On August 4, 2020, the Company issued 775,194 shares of common stock, in the aggregate, to two individuals who are a related party and directors of the Company for services rendered.

On April 18, 2019, the Company terminated the agreement it entered into CHT on October 30, 2018 (the “CHT Agreement”) regarding the exclusive rights to Ehave Connect granted to CHT for use in companion animals. Pursuant to the agreement to terminate the CHT Agreement, the Company paid CHT, in cash, CAD $230,170, which includes CAD $25,170 for legal fees that CHT incurred in connection with the CHT Agreement, from the proceeds of the Asset Sale.

On January 28, 2019, the Company issued demand non-interest bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CAD$125,000), including $18,841(CAD$25,000) of original issue discount. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with some of the lenders. The principal amount of $85,756 was repaid on May 24, 2019.

On February 27, 2019, the Company issued 1,268,378 common shares of the Company valued at $634,189 in exchange for services performed by multiple parties, one of which is a significant shareholder. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with one of the vendors who exchanged fees.

On February 27, 2019, we entered into an exchange agreement (the “Exchange Agreement”) with a significant shareholder to convert the 2018 unsecured debentures, secured debentures, and senior secured promissory notes (the “2018 Converted Debt”) into common stock. Under the terms of the Exchange Agreement, the Company issued in the aggregate 20,350,573 shares of common stock upon the conversion of, in the aggregate, $3,145,777 of outstanding principal and interest and the cancellation of 560,461 warrants related to the 2018 Converted Debt.

On September 24, 2018, the Company entered into a letter agreement (the “Letter Agreement”) in which the Company and Scott Woodrow, a related party and former Director of the Company, agreed to convert the outstanding convertible debentures and cancel the outstanding warrants. On February 27, 2019, the Company granted 475,642 shares of common stock to Scott Woodrow in connection with the letter agreements.

On March 26, 2019, the Company issued demand non-interest bearing senior secured promissory notes in the aggregate principal amount of $98,351 (CAD$131,683), including $23,663 (CAD$31,683) of original issue discount. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with some of the lenders. The principal amount of $95,351 was repaid on May 24, 2019.

F-26

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On June 24, 2019, the Company entered into an Executive Consulting Agreement with Benjamin Kaplan to serve as the Company’s CEO for an initial term of 24 months. As of December 31, 2020 and 2019, the Company has accrued $2,194,963 and $172,091, respectively, as other payables in relation to the Executive Consulting Agreement. Of the $2,194,963, $1,874,963 was recorded as interest expense during the year ending December 31, 2020 related to 15,624,694 shares of common stock owed in relation to capital raises. During the year ending December 31, 2020, the Company has recorded $1,040,694 as general and administrative expense related to compensation of which $720,964 is recorded as stock based compensation. During the year ending December 31, 2019, the Company recorded $172,091 as general and administrative expense related to the Executive Consulting Agreement.

7. PROMISSORY AND CONVERTIBLE NOTES

During the year ended December 31, 2020, the Company issued convertible promissory notes in the principal amount of $2,544,487, in the aggregate, and including $267,520 issued to related parties. The principal amount includes $231,317 of original issue discount and 2,544,870 warrants with an exercise price of $0.01 per share. The term of the notes are 18 months and carry an effective interest rate of 8.00%. The notes mature beginning on July 10, 2021 thru June 28, 2022. The convertible promissory notes are convertible into shares of common stock at $0.01 per share. The Company recorded a debt discount in the amount of $2,407,582, in the aggregate, in relation to the original issue discount, conversion feature and warrants. During the year ended December 31, 2020, the Company converted $378,182 of principal debt and issued 37,818,154 shares of common stock, in the aggregate, upon conversion of the convertible promissory notes. During the year ended December 31, 2020, the Company recorded amortization expense in the amount of $896,348 in relation to the amortization of debt discount of which $804,356 was recorded as amortization expense in relation to the warrants and conversion feature and $91,992 was recorded as interest expense in relation to the original issue discount and financing fees in the consolidated statements of operations and comprehensive income.

On January 21, 2019, we issued a senior secured promissory note in the aggregate principal amount of $263,192 (CAD$350,000). The secured promissory note is secured against certain of our assets, including all development tax credits that the Company has applied for and receives. During the year ending December 31, 2020, the Company repaid the note in full.

On January 28, 2019, we issued demand non-interest bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CAD$125,000), including $18,841(CAD$25,000) of original issue discount. The principal amount of $85,756 was repaid on May 24, 2019.

Exchange Agreement

On February 27, 2019, we entered into Exchange Agreement with a significant shareholder to convert the 2018 Converted Debt into common stock. Under the terms of the Exchange Agreement, the Company issued in the aggregate 20,350,573 shares of common stock upon the conversion of, in the aggregate, $3,145,777 of outstanding principal and interest and the cancellation of 560,461 warrants related to the 2018 Converted Debt (see Note 6).

8. DEVELOPMENT GRANT

On June 7, 2012, the Company entered into a project funding agreement with the Canada-Israel Research and Development Foundation (“CIIRDF”). The purpose of the grant was to fund the Company’s activities related to the development of a cognitive assessment and treatment platform for childhood attention deficit disorder and attention hyperactivity disorder (the “Development”). Under the terms of the grant, CIIRDF would fund up to CAD$300,000 of development activities related to the Development. The grant is repayable to CIIRDF based on 2.5% of annual gross sales related to products developed from the Development. The Company received CAD$225,000 from CIIRDF to fund the Development. The Company no longer pursues the Development, and the grant is no longer payable as no sales will be generated from the Development. During the year ending December 31, 2020, the Company recorded $176,933 as other income in relation to the grant.

F-27

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

9. INCOME TAXES

The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate a deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income tax has been recorded for the years ended December 31, 2020 and December 31, 2019 due to the Company’s operating losses.

The Company previously filed applications for Ontario Interactive Digital Media Tax Credits (the “Tax Credits”). During the year ending December 31, 2020, the Company was refunded the Tax Credits in full. As of December 31, 2020 and 2019, the Company has a net operating loss for tax purposes of CAD $8,603,671 and CAD $6,143,402, respectively, that can be carried forward over 20 years.

Deferred Income Taxes

Deferred income taxes primarily represent the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The components of the Company’s deferred taxes are as follows:

	2020			2019
Deferred tax assets (liabilities):
Deferred tax asset, beginning	$	741,000		$	704,000
Increase in valuation reserve		333,000			37,000
Deferred tax asset, ending		1,074,000			741,000
Valuation Allowance		(1,074,000	)		(741,000	)
Net Deferred tax assets	$	-		$	-

10. COMMITMENTS AND CONTINGENCIES

Collaboration Agreement

The Company entered into a collaboration agreement with a hospital located in Canada. As of December 31, 2020 and 2019, a the Company recorded $10,000 and $5,000, respectively, for the annual royalty due under the terms of the collaboration agreement.

Consulting Agreement

On June 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s CEO for an initial term of 24 months. In addition to the monthly consulting fee, the Agreement provides for a one month ‘termination fee’ if the Agreement is terminated without cause.

On June 29, 2019, the Company and BK amended the Agreement as follows:

BK was granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $0.01 USD per share and shall expire April 16, 2022.

F-28

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Upon the closing of a Significant Transaction (defined as the closing of financing for at least $500,000 or the closing of an acquisition with a valuation (determined by the value of the consideration paid by the Company) of not less than $1,000,000 USD), BK would be granted a number of shares equal to 5% of the issued and outstanding common shares, on a fully diluted basis including such shares to be issued or that could be issued pursuant to the transaction on the closing date of such Significant Transaction. This stock grant can be earned by BK for each Significant Transaction closed during the term of the Agreement. As of December 31, 2020, a Significant Transaction has not consummated. During the year ending December 31, 2020, the Company closed the significant transaction and raised over $500,000. As of December 31, 2020, the Company owes BK 15,624,694 shares of common stock. As of and for the year ended December 31, 2020, the Company recorded $1,874,963 as other payables and interest expense in relation to the shares owed.

On January 1, 2020, the Company entered into a consulting agreement for investor relations services. The Company shall pay the consultant $6,500 per month for services rendered to be paid $2,500 in cash and $4,000 in common shares of the Company to be valued at a 20% discount to the lowest trading price for the five trading days prior to date upon which payment is due. As of and during the year ending December 31, 2020, the Company recorded $109,159 as other payables and consulting expense related to this agreement. As of December 31, 2020, the Company owed 876,225 shares of common stock in relation to this agreement.

Medical Advisory Board Agreements

During the year ended December 31, 2020, the Company entered into medical advisory board agreements with three members for a term of one year each. As consideration for the services to be rendered, the Company agreed to pay $10,000 in cash and $155,000 worth of stock in common stock. During the year ended December 31, 2020, the Company recorded $105,438 as general and administrative expense in accordance with the agreements. As of December 31, 2020, the Company accrued $105,438 as other payables in accordance with these agreements.

Leases

The Company currently reimburses an entity owned by its CEO for office space and related expenses that he has under lease. The lease expense is $2,500 per month. The Company does not own or lease any other office space, manufacturing facilities or equipment and does not have any current plans to construct or acquire any facilities. During the years ending December 31, 2020 and 2019, the Company expensed approximately $73,000 and $18,000, respectively, for office space and related expenses. As of December 31, 2020 and 2019, the Company accrued approximately $91,000 and $18,000 as other payables for amounts owed to the entity.

Novel coronavirus

Any serious disruption with the Company’s suppliers or customers due to the COVID-19 outbreak could impair the Company’s ability to meet and/or generate demand for its product, which may negatively impact the Company’s revenue, financial condition, and commercial operations. Such outbreaks could also result in delays in or the suspension of the Company’s research and product development activities, regulatory work streams, its clinical studies and other important functions. The Company is unable to predict the outcome of these matters and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome.

11. STOCKHOLDERS’ EQUITY (DEFICIT)

On September 15, 2020, the Company issued 1,050,000 shares of common stock in accordance with a strategic alliance agreement and as consideration for the purchase of 1,050,000 share of Psychedelitech, Inc. (“Psychedelitech”) (a private Ontario corporation). As a result of the transaction, the Company purchased 10% of Psychedelitech. The shares were recorded at fair market value on the date of issuance of $26,250. As of December 31, 2020, the investment in Psychedelitech is recorded at cost in the amount of $26,250.

During the year ended December 31, 2020, the Company issued 37,818,154 shares of common stock, in the aggregate, upon conversion of the convertible promissory notes (see Note 7).

During the year ended December 31, 2020, the Company issued 100,909 shares of common stock upon the cashless exercise of 110,000 warrants.

On December 31, 2020, the Company issued 353,622 shares of common stock in relation to an asset sale and purchase agreement entered into on January 21, 2021 (see “Subsequent Events”). The shares were recorded at fair market value on the date of issuance of $40,000. As of December 31, 2020, the Company recorded this amount as other current asset in the consolidated balance sheet.

F-29

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On February 27, 2019, the Company converted $2,845,414 (CAD $3,740,431), the net carrying value of the principal balance of convertible notes payable and promissory notes payable, and $300,362 (CAD $394,693) of accrued interest into 19,711,362 shares of common stock pursuant to letter agreements with the holders of existing notes and warrants.

STOCK BASED COMPENSATION

During the year ended December 31, 2020, the Company entered into a finder’s fee agreement with a consultant to assist the Company in procuring sources of financing such as equity, debt, or a merger or sale of the Company. Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent. During the year ending December 31, 2020, the Company issued 1,250,000 shares of common stock which was recorded at fair value of $46,875 and paid $63,500 in relation to the finder’s fee agreement. The Company recognized these amounts as interest expense in the Company’s consolidated statements of operations and other comprehensive loss during the year ended December 31, 2020.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695. The Company expensed $720,695 as general and administrative expense in relation to this issuance. The Company valued these warrants using the Black-Scholes option pricing model using the following assumptions: a) stock prices of $0.37 and $0.12, b) exercise price of $0.01, c) dividend rate of 0%, d) risk free rates of 0.20% and 0.13%, and e) expected volatility of 570% and 648%.

On August 1, 2020, the Company issued 408,163 shares of common stock to a consultant for services rendered. The Company expensed $61,224 in relation to this issuance.

On August 4, 2020, the Company issued 387,597 shares of common stock to a member of management for services rendered. The Company expensed $50,000 in relation to this issuance.

On August 4, 2020, the Company issued 387,597 shares of common stock to a related party for services rendered. The Company expensed $50,000 in relation to this issuance.

On February 27, 2019, the Company granted 475,642 shares of common stock to Scott Woodrow, a related party and former Director of the Company, in connection with letter agreements (see Note 6).

On February 27, 2019, the Company issued 317,095 shares of common stock in exchange for services fair valued at $158,547 to KW Capital Partners Ltd.

On February 27, 2019, the Company issued 475,642 shares of common stock in exchange for services fair valued at $237,821 to Bezalel Partners LLC.

On February 27, 2019, the Company entered into an agreement to cancel 2,250,000 compensation warrants that had anti-rachet and anti-dilution provisions for 328,111 common shares of the Company.

F-30

EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

A Summary of the status of the Company’s option grants as of December 31, 2020 and 2019 and the changes during the periods then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value
Outstanding January 1, 2019		86,251		$	-		5.0	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Canceled		(86,251	)		-		-		-
Outstanding December 31, 2019		-			-		-		-
Granted		-			-		-		-
Exercised		-			-		-		-
Canceled		-			-		-		-
Outstanding December 31, 2020		-		$	-		-	$	-

Warrants Issued

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the year ended December 31, 2020 and 2019

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2019		561,461		$	-		-
Granted		-			-		-
Exercised		-			-		-
Forfeited		560,461			-		-
Warrants outstanding at December 31, 2019		-			-		-
Granted		28,803,368			0.01		1.41
Exercised		(110,000	)		0.01
Forfeited		-			-		-
Warrants outstanding and exercisable at December 31, 2020		28,693,368		$	0.01		1.12

The intrinsic value of warrants outstanding as of December 31, 2020 was $2,926,612.

The warrants granted during the year ending December 31, 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Year Ended December 31, 2020
Expected term, in years		2.83
Expected volatility		162.24	%
Risk-free interest rate		0.44	%
Dividend yield		-

12. SUBSEQUENT EVENTS

Subsequent to December 31, 2020, the Company issued 15,649,446 shares of common stock upon the conversion of $156,494 of convertible notes payable.

F-31

EHAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On January 19, 2021, the Company consummated its agreement with the former and current directors of 20/20 Global, Inc. (“20/20 Global”) that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of Mycotopioa Therapies, Inc. (“MYC”), the Company’s wholly owned subsidiary, from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash.

On January 19, 2021, the above transaction closed. Because Ehave acquired 75.77% of 20/20 Global outstanding stock and there was a change in control of 20/20 Global’s board of directors, the transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and 20/20 Global the legal acquirer.

On January 21, 2021, the Company entered into an asset sale and purchase agreement with CureDash, Inc. (a Delaware Corporation) (“CureDash” or the “Seller”). The Company purchased tangible and intangible assets from the Seller in order to begin a new venture in psychosis therapy. The purchase price of the assets is $100,000 payable with the issuance of 353,622 shares of common stock and $60,000 in cash which was paid upon closing on January 21, 2021.

Subsequent to year end, the Company received aggregate investments of $1,159,000 and issued 16,557,142 shares of common stock from the Regulation A Offering that was qualified in January 2021.

Subsequent to year end, the Company received proceeds of $522,000 from promissory notes. The notes carry an additional original issue discount payable of $52,750 representing interest as no other interest accrues on the notes unless there is an event of default, at which time interest will accrue at 22.0%, The notes mature eighteen months after the dates of issuance. The holder of the notes can exercise conversion at any time the note remains outstanding at a price of $0.01 per share. Upon the closing of a financing event of the Company, the notes will automatically convert at the conversion price of $0.01 per share. Attached to the notes is a warrant to purchase common stock entitling the holder to purchase up to a number of shares equal to ten times the face amount of the note at an exercise price of $0.01 per share. The warrant expires two years from the date of issuance.

Subsequent to year end, the Company issued 1,746,084 shares of common stock upon the cashless exercise of 1,870,000 warrants.

Subsequent to year end, the Company issued 281,000 shares of common stock is accordance with a medical advisory board agreement.

F-32

PART III—EXHIBITS

Index to Exhibits

Number	Exhibit Description
2.1	Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.)
2.2	Articles of Amendment to the Articles of Incorporation dated November 30, 2011 (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.)
2.3	Articles of Amendment to the Articles of Incorporation dated May 13, 2015 Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
2.4	Articles of Amendment to the Articles of Incorporation dated June 26, 2015 Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
2.5	Articles of Amendment to the Articles of Incorporation dated November 4, 2015 Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
2.6	Articles of Amendment to the Articles of Incorporation dated May 28, 2019 Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 6-k filed with the SEC on May 24, 2019
2.7	Bylaws No. 2 Incorporated by reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017.
3.1	2020 Ehave Equity Incentive Plan (Incorporated reference to the Company’s filing on Form 6-K filed with the Securities and Exchange Commission on August 20, 2020)
4.1*	Regulation A Subscription Agreement
6.1	CEO Consulting Agreement (Incorporated reference to the Company’s filing on Form 6-K filed with the Securities and Exchange Commission on July 22, 2019
6.2*	CEO Consulting Agreement dated as of January 1, 2021, by and between Ehave, Inc. and Ben Kaplan.
6.3	Letter of Intent between Ehave and Tennessine Software (Incorporated reference to the Company’s filing on Form 6-K filed with the Securities and Exchange Commission on August 25, 2021)
6.4	Stock Purchase Agreement between 20/20 Global, Inc and Ehave, Inc. (Incorporated reference to the Company’s filing on Form 6-K filed with the Securities and Exchange Commission on February 2, 2021)
6.5	Change of Control and Funding Agreement (Incorporated reference to the Company’s filing on Form 6-K filed with the Securities and Exchange Commission on February 2, 2021)
6.6	Amendment to Escrow Agreement and Definitive Agreements (Incorporated reference to the Company’s filing on Form 6-K filed with the Securities and Exchange Commission on February 2, 2021)
6.7*	Asset Sale Purchase agreement with CureDash Inc. entered into on January 21, 2021.
6.8	Agreement and Plan of Merger by and among PSLY.COM. Inc. and EI. Ventures, Inc.
11.1*	Consent of Turner, Stone & Company LLP
11.2*	Consent of Jonathan D. Leinwand, P.A. (as contained in Exhibit 12.1)
12.1*	Opinion of Jonathan D. Leinwand, P.A.

*Filed herewith

57

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, Florida on July 20, 2022.

(Exact name of issuer as specified in its charter):		Ehave Inc.
By:	/s/ Ben Kaplan
	Ben Kaplan, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer).and Director

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Ben Kaplan	Date: July 20, 2022
	Ben Kaplan, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director
By:	/s/ Zeke Kaplan	Date: July 20, 2022
	Zeke Kaplan, Director
By:	/s/ Binyomen Posen	Date: July 20, 2022
	Director

58

EX1A-4 SUBS AGMT

Exhibit 4.1

EHAVE, INC.

SUBSCRIPTION AGREEMENT

NOTICE TO INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(g). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between EHAVE, INC., a Nevada corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

RECITALS

WHEREAS, the Company desires to offer shares of its common stock, par value $0.001 per share (the “Common Stock”) on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Tier 2 offering (the “Offering”), at a purchase price of $.___ per share (the “Per Share Purchase Price”), for total gross proceeds of up to $5,000,000 (the “Maximum Offering”); and

WHEREAS, the Investor desires to acquire that number of shares of Common Stock (the “Shares”) as set forth on the signature page hereto at the purchase price set forth herein; and

WHEREAS, the Offering will terminate on the first to occur of: (i) one year from the date of the Offering Circular as filed with the US Securities and Exchange Commission; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Subscription.

(a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.

(b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2022 and its In June 2022 exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2022 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.

(c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect.

(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

2. Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Shares by check, credit card, ACH deposit or by wire transfer to an account designated by the Company in Section 8 below. The Investor acknowledges that, in order to subscribe for Shares, he must fully comply with the purchase procedure requirements set forth in Section 8 below.

3. Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing: (a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business; (b) The issuance, sale and delivery of the Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; (c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by the Company’s certificate of incorporation, bylaws and the Nevada Business Corporation Act in general.

4. Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:

(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All actions on Investor’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Company Offering Circular. Investor acknowledges the public availability of the Company’s Offering Circular which can be viewed on the SEC Edgar Database, under the CIK number 0001653606. This Offering Circular is made available in the Company’s qualified offering statement on SEC Form 1-A, as amended, and was qualified by the SEC on ________ _____, 2022. In the Company’s Offering Circular, it makes clear the terms and conditions of the offering of Shares and the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(c) Investment Experience; Investor Determination of Suitability. Investor has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Alternatively, the Investor has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Shares, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor could bear a complete loss of Investor’s investment in the Company.

(d) No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.

(e) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Shares on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Shares.

(f) Accredited Investor Status or Investment Limits. Investor represents that either:

(i)	that Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Shares Act; or
(ii)	that the Purchase Price, together with any other amounts previously used to purchase Shares in this offering, does not exceed Ten Percent (10%) of the greater of Investor’s annual income or net worth (or in the case where Investor is a non-natural person, their revenue or net assets for such Investor’s most recently completed fiscal year end).

Investor represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(g) Stockholder Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

(h) Valuation; Arbitrary Determination of Per Share Purchase Price by the Company. Investor acknowledges that the Per Share Purchase Price of the Shares to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

(i) Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided with Investors subscription.

(j) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

(k) Fiduciary Capacity. If Investor is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Investor has been duly authorized and empowered to execute this Agreement and all other subscription documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating the Investor, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

5. Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Broward County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Broward County, Florida 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 any of the documents included within the Offering Circular), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 Subscription 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. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the forgoing, this choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, this Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows, if to the Company, to Ehave, Inc., 18851 NE 29^th Ave., Suite 700, Aventura, FL 33179, Attention: Ben Kaplan, Chief Executive Officer. If to Investor, at Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

8. Purchase Procedure. The Investor acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company: (a) a fully completed and executed counterpart of the Signature Page attached to this Subscription Agreement; and (b) payment for the aggregate Purchase Price in the amount set forth on the Signature Page attached to this Agreement. Payment may be made by either check, wire, credit card or ACH deposits.

Please send checks to the Company.

Ehave, Inc.

18851 NE 29^th Ave., Suite 700

Aventura, FL 33179

Wire instructions:

Name and Address of Bank:

ABA #

Account#

For the benefit of: Ehave, Inc.

9. Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. This Subscription Agreement supersedes all prior discussions and agreements between the parties, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor on the signature page of this Subscription Agreement. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company by email to info@ehave.com followed by a copy via FedEx or other national overnight courier service. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of California are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10. Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, the Investor’s investment in the Company and the shares of Common Stock (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than the Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, the Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, the Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, the Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, the Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, the Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event the Investor’s e-mail address on file is invalid; the Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in the Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, the Investor agrees to each of the following: (i) if the Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (ii) the Investor’s consent to receive tax documents electronically continues for every tax year of the Company until the Investor withdraws its consent by notifying the Company in writing.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT, IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON, ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE DOLLAR AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ______ day of _________, 2021.

Number of Shares Subscribed For:
Total Purchase Price:	$
Signature of Investor:
Name of Investor:
Address of Investor:
Electronic Mail Address:
Investor’s SS# or Tax ID#:

ACCEPTED BY: EHAVE, INC.

Signature of Authorized Signatory: __________________________________

Name of Authorized Signatory: ___________________________, President and CEO

Date of Acceptance: _________________, 2022.

[Signature Page to Subscription Agreement]

ADD EXHB

Exhibit 6.2

EXECUTIVE CONSULTING AGREEMENT

THIS EXECUTIVE CONSULTING AGREEMENT (the “Agreement”), effective as of the 1^st day of January 2021, is by and between on the one hand, Ehave, Inc., an Ontario corporation, with a headquarters address of 18851 NE 29th Avenue Suite 700, Miami, FL 33180 (the “Company”) and on the other hand, Benjamin Kaplan, an individual (“Consultant”), with an address of c/o Ehave, Inc., 1800 S. Ocean Dr. PH2, Hallandale Beach, FL 33309.

RECITALS

WHEREAS, the Company previously engaged Consultant as a consultant for the Company to perform services for the Company as its Chief Executive Officer, pursuant to a prior consulting agreement with the Company, dated June 2019, which the Company and the Consultant are hereby terminating as of the effective date of this Agreement and agree that the terms and conditions of this Agreement shall supersede and replace the prior agreement between the parties with respect to the subject matter hereof; and

WHEREAS, the Company wishes to continue to engage Consultant and Consultant wishes to become engaged to continue to perform services for the Company as its Chief Executive Officer, pursuant to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties understand and agree as follows:

1. Engagement of Consultant. The Consultant is hereby engaged to perform the services of the Company’s Chief Executive Officer during the Term (as defined herein). Consultant will render such services for the Company and devote such business time to the Company as Consultant deems necessary to faithfully and diligently promote the business affairs and interests of the Company. Consultant shall report to and be directed by the Company’s Board of Directors. Consultant’s services will be rendered subject to and in accordance with the policies, controls, rules and procedures of the Company incorporated herein by reference and as provided to Consultant prior to Consultant’s execution of this Agreement. During the Term, Consultant will be based in the Consultant’s office or another location selected by Consultant to be an office, although Consultant may be required to travel to other locations as may be required, and to perform services in such other locations as appropriate to performing his services for the Company.

2. Specific Duties and Services.

(a) Consultant shall perform his services as Chief Executive Officer as such terms are commonly defined in the industry, when representing the Company or the Company’s subsidiaries to the best of his ability and perform such managerial and operational services, as are customarily rendered by persons engaged in the same or a similar executive capacity and such other services as the Company’s Board of Directors may reasonably require from time to time. Consultant agrees to comply with the Company’s policies, standards of professional conduct, and comply with the Company’s instructions, directions, requests, rules and procedures as may be issued by the Company from time to time. At all times, Consultant shall be the highest-ranking executive officer of the Company and its subsidiaries.

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(b) Except as otherwise expressly provided in this Agreement, the Consultant shall have, and the Board of Directors hereby delegates to Consultant full authority in his discretion to exercise, on behalf of and in the name of the Company, all rights and powers of the highest ranking executive officer of a Company under the laws of Ontario Canada as necessary or convenient to carry out the purposes of the Company.

3. Term. On the terms and subject to the conditions set forth herein, the Company hereby engages Consultant and Consultant hereby accepts such engagement for an initial term of thirty-six (36) months commencing on the date hereof (the “Initial Term”) subject to the termination provisions as set forth herein. The Agreement will automatically renew for an additional twelve-month period (the “Subsequent Term”) upon the conclusion of the Initial Term unless it is previously terminated per the termination provisions as set forth herein. The Initial Term and the Subsequent Term will be collectively referred to herein overall as the “Term”. Following the Term, by a written mutually agreed-to addendum to this Agreement, this Agreement may be further extended.

4. Compensation and Expenses.

(a) Compensation. In consideration for the obligations by the parties hereunder, the Company shall pay Consultant a Consulting Fee, Bonus and Significant Transaction Stock Grant as set forth on the Compensation Rider attached hereto as Exhibit A and made a part hereof.

(b) Stock Grants. Consultant shall receive the Stock Grants as set forth on the Compensation Rider attached hereto as Exhibit A and made a part hereof.

(c) Other Expenses. All legitimate business expenses reasonably incurred by Consultant in carrying out the responsibilities and obligations under this Agreement and promoting the Company’s business will be covered by the Company through granting Consultant hereby an expense allowance of $3,000 per month.

(d) Assistant. The Company will pay up to $700 per week for Consultant to hire an assistant exclusively for Company matters.

(e) Rent. The Company will pay up to $4,000 per month for Consultant to lease office space to be used for Company matters.

5. Covenants.

(a) Acknowledgment. Consultant agrees and acknowledges that in the course of rendering services to the Company and its clients and customers he has acquired and will acquire access to and become acquainted with confidential information about the professional, business and financial affairs of the Company, its subsidiaries and affiliates that is non-public, confidential or proprietary in nature. Consultant acknowledges that the Company is engaged in a highly competitive business and the success of the Company in the marketplace depends upon its goodwill and reputation for quality and dependability. Consultant agrees and acknowledges that reasonable limits on his ability to engage in activities competitive with the Company are warranted to protect its substantial investment in developing and maintaining its status in the marketplace, reputation and goodwill. Consultant recognizes that in order to guard the legitimate interests of the Company, it is necessary for it to protect all confidential information. The existence of any claim or cause of action by Consultant against the Company shall not constitute and shall not be asserted as a defense to the enforcement by the Company of this Agreement. Consultant further agrees that Consultant’s obligations under this Section 5 shall be absolute and unconditional.

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(b) Compliance with Securities Laws. Consultant is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any persons who has received material, non-public information (“Insider Information”) from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. The Consultant hereby understands and acknowledges that in receiving the Confidential Information (as hereinafter defined), he may be receiving information that may be regarded as Insider Information under the United States securities laws and shall abide by any and all said restrictions pertaining to the purchase or sale of securities of the Company, its subsidiaries or affiliates, or its successors, as imposed by U.S. Federal and State law and regulation.

(c) Non-Solicitation or Interference. During the Term, Consultant shall not, in any capacity, whether for his own account or on behalf of any other person or organization, directly or indirectly, with or without compensation interfere with the operation of the Company’s business, including without limitation by: (i) soliciting, diverting, inducing or encouraging any officers, directors, employees, agents, consultants, former customer, representatives or any other person or concern, dealing with or in any way, directly or indirectly, associated with the Company or its parents, subsidiaries, affiliate and/or divisions (the “Company Entities”) to terminate her, his or its relationship with the Company or the Company Entities, (ii) hiring any such officer, director, employee, agent, consultant, former customer, representative or any other person or concern so solicited, diverted, induced or encouraged, (iii) soliciting, diverting, inducing or encouraging any officers, directors, employees, agents, consultants or representatives of the Company or the Company Entities, to become officers, directors, employees, agents, consultants, customers, representatives or any other person or concern, of another business, enterprise or entity, (iv) soliciting, diverting or appropriating any customers, clients, vendors or distributors of the Company or the Company Entities, or (v) influencing or attempting to influence any of the customers, clients, vendors, distributors or business partners of the Company or the Company Entities, to transfer her, his or its business or patronage from the Company or the Company Entities to any Competitor of the Company or the Company Entities.

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(d) Confidential Information. During and at all times after the Term, Consultant shall keep secret this Agreement, all non-public information, matters and materials of the Company or the Company Entities, including, but not limited to, know-how, trade secrets, mail order and customer lists, pricing policies, operational methods, any information relating to the Company or the Company Entities, products or product development, processes, product specifications and formulations, artwork, designs, websites, graphics, services, budgets, business and financial plans, marketing and sales plans and techniques, employee lists and other business, financial, commercial and technical information presently owned, or at any time in the future developed by the Company or the Company Entities, its agents, or consultants, actually or potentially used in the operation of the Company’s business, or obtained from third parties under an agreement of confidentiality (collectively, the “Confidential Information”), to which he has had or may have access and shall not use or disclose such Confidential Information to any person other than (i) the Company, its authorized employees and such other persons to whom Consultant has been instructed to make disclosure by the Company, in each case only to the extent required in the course of Consultant’s service to the Company or as otherwise expressly required in connection with court process, (ii) as may be required by law and then only after consultation with the Company to the extent possible, or (iii) to Consultant’s personal advisors for purposes of enforcing or interpreting this Agreement, or to a court for the purpose of enforcing or interpreting this Agreement, and who in each case have been informed as to the confidential nature of such Confidential Information and, as to advisors, their obligation to keep such Confidential Information confidential. “Confidential Information” shall not include any information which is in the public domain during the period of service of Consultant, provided such information is not in the public domain as a consequence of disclosure by Consultant in violation of this Agreement or by any other party in violation of a confidentiality or non-disclosure agreement with the Company. Upon termination of Consultant’s engagement for any reason, or whenever requested by the Company, Consultant shall promptly deliver to the Company any and all Confidential Information, and all copies thereof, including but not limited to, documents, data, papers and records of any nature and in any medium (including, but not limited to, electronic media) in his possession or subject to his control that (i) belong to the Company or the Company Entities or (ii) contain or reflect any information concerning the Company, the Company Entities and affiliates. Consultant hereby acknowledges that the sale or unauthorized use, duplication or disclosure of any Confidential Information by any mean whatsoever and any time before, during or after the Consultant’s engagement with the Company shall constitute a material breach of this Agreement.

(e) Remedies for Breach; Injunctive Relief. The Company and Consultant agree that any restrictive covenants contained in this Agreement are severable and separate, and the unenforceability of any specific covenant herein shall not affect the validity of any other covenant set forth herein. Consultant acknowledges that by virtue of his position with the Company, Consultant will be given access to the Company’s and the Company subsidiaries’ trade secrets and Confidential Information. Consultant acknowledges that the Company will suffer irreparable harm as a result of a breach of such restrictive covenant by Consultant for which an adequate monetary remedy does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of any actual or threatened breach by Consultant of any provision of this Agreement, the Company shall, in addition to any other remedies permitted by law, be entitled to obtain remedies in equity, including, but not limited to, specific performance, injunctive relief, a temporary restraining order, and/or a preliminary and/or permanent injunction in any court of competent jurisdiction, to prevent or otherwise restrain a breach of this Section 5 without the necessity of proving damages, posting a bond or other security, and to recover any and all costs and expenses, including reasonable counsel fees, incurred in enforcing this Agreement against Consultant, and Consultant hereby consents to the entry of such relief against his and agrees not to contest such entry. Such relief shall be in addition to, and not in substitution of, any other remedies available to the Company. Consultant shall not defend on the basis that there is an adequate remedy at law. In addition to and not in lieu of any other remedy that the Company may have under this Section 5 or otherwise, in the event of any breach of any provision of this Section 5 during the period during which Consultant is entitled to receive payments and Benefits pursuant to Section 7, such period shall terminate as of the date of such breach and Consultant shall not thereafter be entitled to receive any salary or other payments or Benefits under this Agreement.

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(f) Modification and Survival. Consultant hereby agrees that each provision in this Section shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. The parties agree and acknowledge that the duration, scope and geographic area of the covenants described in this Section 5 are fair, reasonable and necessary in order to protect the Confidential Information, goodwill and other legitimate interests of the Company and that adequate consideration has been received by Consultant and Consultant for such obligations. Consultant further acknowledge that after termination of his engagement with the Company for any reason, he will be able to earn a livelihood without violating the covenants described in this Section 5 and Consultant’s ability to earn a livelihood without violating such covenants is a material condition to his engagement with the Company. If, however, for any reason any court of competent jurisdiction determines that the restrictions in this Section 5 are not reasonable, that consideration is inadequate or that Consultant has been prevented unlawfully from earning a livelihood, such restrictions shall be interpreted, modified or rewritten to include the maximum duration, scope and geographic area identified in this Section 5 as will render such restrictions valid and enforceable. It is the intent of the parties that this section be enforced to the greatest extent allowable in law or equity. The terms of this Section 5, shall survive the termination or expiration of Consultant’s engagement with the Company and this Agreement, but only to the extent of the time limitations as set forth herein.

6. Proprietary Rights.

(a) Property Rights; Intellectual Property. All documents, notes, sales and marketing strategies, projections, forecasts, business plans and presentations, sales and revenue projections or estimates, created by Consultant at any time during the Term or any extension thereof, including without limitation the Consultant’s work product, are works for hire and shall be the exclusive property of the Company, and the Company Entities in perpetuity (the “Property Rights”). The Company and the Company Entities own or shall own all right, title and interest throughout the Universe, in any of Consultant’s and the Company’s and the Company Entities work product and all copyright, trademark and other intellectual property rights in and related thereto throughout the Universe, in perpetuity (“Intellectual Property”). All documents or other tangible property and concepts or inventions, including Internet and other electronic media, relating in any way to the business of the Company or the Company Entities which are conceived or generated by Consultant or come into Consultant’s possession during or by virtue of his engagement with the Company shall be and remain the property of the Company and the Company Entities. Consultant must return all such documents and tangible property to the Company on termination of this Agreement for any reason or at such earlier time as the Company may request in writing.

(b) Works Made for Hire. Consultant acknowledges and agrees that Consultant is and has been retained by the Company to create work product and on a work-made-for-hire basis for the Company. In this regard, the Company, and not Consultant, is the sole and exclusive owner of authorship and ownership of all right, title and interest in and to any part of the work product, and any portion of the fruit, proceeds, lay-outs, story boards, slogans, designs, flow charts, etc., created, written, developed, finished, produced, disclosed or acquired by Consultant, alone or in collaboration with others, during Consultant’s engagement with the Company (collectively, the “Work Product”) and any portion of the Intellectual Property are deemed to vest in or be owned by the Company as a work-made-for-hire or by operation of law or otherwise. Notwithstanding the foregoing, upon the termination of the Agreement or earlier termination, the Company has the right to use any Work Product, Property Rights, and Intellectual Rights in perpetuity. Insofar as the authorship and ownership of all right, title and interest in and to any part of the Work Product and any portion of the Intellectual Property are not deemed to vest in or be owned by the Company as a work-made-for-hire or by operation of law or otherwise, Consultant agrees to and hereby does assign, sell, transfer, grant and convey to the Company (without the necessity of any further consideration, documentation or further acts by either party) the entirety of whatever right, title and interest Consultant has in the Intellectual Property. At the Company’s request, Consultant shall execute any documents reasonably required by the Company to confirm, establish, record, file applications for, renew or maintain the Company’s rights and ownership in the Intellectual Property worldwide and will cooperate fully with the Company in connection with any or all of these efforts. The Work Product constitutes “work made for hire” as such term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended, such that all copyrights in such work product, in any and all media and through all forms of communication or transmission, whether presently known or hereafter developed, are the exclusive property of the Company. If, for any reason, the Work Product does not qualify as “work made for hire,” Consultant is deemed to have hereby irrevocably sold, assigned and transferred to the Company all such copyrights.

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7. Termination. The Company has the right to terminate this Agreement and Consultant’s engagement with the Company on the earlier of (i) the expiration of the Term or (ii) the first to occur of any of the following:

(a) Death. This Agreement shall automatically terminate upon the date of Consultant’s death. In such event, the Company shall pay to Consultant or his estate within thirty (30) days of such date the Consulting Fee and such Bonus and Significant Transaction Stock Grants hereunder (each as described in Schedule A hereto) for any milestone having been met prior to Consultant’s death, and such shall fully vest upon the death of Consultant. Additionally, at such time, the Company shall pay to Consultant or his estate any expenses and other benefits owing to Consultant pursuant hereto as of the date of death, including, for the avoidance of doubt, any expense reimbursements outstanding (including for his Assistant), Rent and Insurance (as provided in Section 4 above). Thereafter, except as expressly provided herein, the Company shall have no further liability or obligation hereunder to Consultant, his executors, legal representatives, administrators, heirs or assigns.

(b) Failure to Render Service. The Company in its sole option may terminate this Agreement on the date that is one hundred twenty (120) consecutive days from the date that the Consultant is determined by a licensed medical professional to be unable fully to perform the Consultant’s essential duties and responsibilities hereunder to the full extent required by the Board of Directors of the Company by reason of illness, incapacity, injury, disability from a physical or mental condition, or by reason of any statute, law, governmental ordinance, regulation, court order, judgment or decree. During such one hundred twenty (120) day period, the Consultant shall continue to be compensated as provided in this Agreement. Consultant agrees, in the event of any dispute under this Section, to submit to a physical examination by a licensed physician selected by the Board of Directors of the Company.

(c) Cause. The Company may terminate this Agreement at any time immediately, upon notice to Consultant, for “cause.” For purposes of this Agreement, “cause” shall mean Consultant’s:

(i) Commission of any act of fraud, misappropriation or personal dishonesty relating to or involving the Company in any material way, as determined in a final non-appealable judgment by a court of competent jurisdiction;

(ii) The commission of any grossly negligent act or omission in the performance of Consultant’s duties which he owes the Company and such act cannot be cured;

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(iii) Violation of any express direction of the Company or any material violation of any rule, regulation, policy or plan established by the Company from time to time regarding the conduct of its Consultants and/or its business, if such violation is not cured by Consultant within sixty (60) days of receiving written notice of such violation from the Company;

(iv) Demonstrably willful and deliberate violation of any obligation owed by Consultant to the Company that is demonstrably detrimental to the value of the Company taken as a whole for a period of at least three (3) months; for the avoidance of doubt, disagreements about the business plans of the Company shall not be grounds for termination under this Section 7(c)(iv), as the Board of Directors has agreed hereunder to support Consultant’s creative and business endeavors in directing the direction of the Company and its subsidiaries;

(v) Material disclosure or use of Confidential Information, other than as required in the performance of Consultant’s duties under this Agreement or as required by law;

(vi) Abandonment of or the refusal to perform any essential duties required of Consultant under this Agreement without good reason for a period of sixty (60) consecutive days; or

(vii) Sexual or other unlawful harassment by Consultant during the Term, which is objectively harmful to the Company’s reputation and which cannot be remedied.

(d) Without Cause.

(i) At and for the Company’s sole convenience and in their sole discretion and without specifying any cause as set forth in this Section, the Company and the Consultant may terminate this Agreement at any time by mutual written agreement.

(ii) In the event of termination “Without Cause”, the Company agrees to pay Consultant a termination fee equivalent to three years’ of the Consulting Fee, Bonus and Significant Transaction Stock Grant (as though all milestones therefore, if any, have been achieved to the maximum extent by Consultant), Stock Grants (as though all milestones therefore, if any, have been achieved to the maximum extent by Consultant) and Insurance payments equivalent to three years’ worth under this Agreement (“Termination Fee”), within seven (7) days of the effective date of termination. It is understood by the Parties that from the effective date of said termination above through the date of payment of the Termination Fee that the Consultant shall not perform any Services for the Company, nor be involved in its business in any manner.

Upon termination of this Agreement for any reason, the rights and duties of the Parties under this Agreement shall terminate, except however, as provided herein, and any provisions that by necessity need to remain in effect in the reasonable judgment of the parties shall survive any such termination. Termination of Consultant’s engagement under this Section 7 will not limit the parties’ rights and remedies against each other under this Agreement, at law or in equity.

Page 7 of 14

(e) Early Termination By Consultant.

i.

Without Cause. Consultant may terminate this Agreement for any reason upon four (4) week’s written notice to the Company. In the event such termination occurs prior to the expiration of the Term, the Company’s only obligation will be to pay Consultant any accrued but unpaid Consulting Fee, Significant Transaction Stock Grant, and a prorated Bonus for the months worked and any Stock Grants, earned prior to such date of termination, which shall immediately vest, and any expenses incurred prior to the date of termination that have not been reimbursed and any benefits then payable under the Company’s benefit plans.

ii.

For Good Cause. Consultant may terminate this Agreement at any time for “good cause,” which, for the purposes hereof, shall mean a material breach by the Company of this Agreement. If the Consultant terminates this Agreement for good cause, the Company shall, within seven (7) days’ of such date, pay to Consultant the Termination Fee set forth in in Section 7(d) hereof. In addition, all other benefits owing to Consultant pursuant hereto, including expense reimbursements, payments for an Assistant, Rent and Insurance shall continue to be paid by the Company for eighteen (18) months, or, at the option of the Company, such amounts may be accelerated and paid within thirty (30) days of termination for good cause.

(f) Post Termination Conditions. Upon termination of Consultant’s engagement with or without Cause, Consultant agrees that for a period of one (1) year he will cooperate with and assist the Company with any litigation as may be requested by the Company, including without limitation, assisting the Company, at the Company’s sole request and expense, in the preparation of litigation (including testifying). Upon termination of Consultant’s engagement with or without Cause, the Company agrees not to make, or cause to be made, any statement, observation, or opinion, or communication directly or indirectly that disparages, impugns, or in any way reflects adversely upon Consultant. The Company shall indemnify Consultant for all legal fees and expenses incurred by Consultant in enforcing his rights under this Agreement post termination hereunder.

8. Termination upon Change of Control

(a) Termination. Consultant’s engagement shall not be terminable for Cause or without Cause after a Change in Control. Consultant’s continued engagement on terms at least as preferential as those in this Agreement must be a pre-requisite to any Change in Control.

Page 8 of 14

(b) Change in Control. For purposes of this Agreement, a Change of Control of the Company shall be deemed to have occurred at such time as:

(i)	Change in Ownership. any person (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company representing more than 50% of the Company s outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of the Company or its subsidiaries; or
(ii)	Sale. Any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or
(iii)	Liquidation. a plan of liquidation of the Company or an agreement for the sale or liquidation of the Company is approved and completed; or
(iv)	Board Determination. the Board determines in its sole discretion that a Change in Control has occurred, whether or not any event described above has occurred or is contemplated.

9. Customers, Suppliers. Consultant has not, and at any time during the Term shall not have, any employment with or any material and unlawful direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any customer of or supplier to the Company or the Company subsidiaries.

10. Certain Activities. During the Term, Consultant shall not (i) give or agree to give, any gift or similar benefit of more than nominal value to any customer, supplier, or governmental employee or official or any other person who is or may be in a position to assist or hinder the Company or the Company subsidiaries in connection with any proposed transaction, which gift or similar benefit, if not given or continued in the future, might adversely affect the business or prospects of the Company or the Company subsidiaries (ii) use any corporate or other funds for unlawful contributions, payments, gifts or entertainment, (iii) make any unlawful expenditures relating to political activity to government officials or others, (iv) establish or maintain any unlawful or unrecorded funds in violation of Section 30A of the Securities Exchange Act of 1934, as amended, and (v) accept or receive any unlawful contributions, payments, gifts, or expenditures from any customer, supplier, or governmental employee or official in violation of applicable law.

11. Independent Contractor. The relationship between the Company and Consultant established by this Agreement is that Consultant is an independent contractor of the Company, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever, except as provided herein. Consequently, as an independent contractor, Consultant is not an employee, partner or agent of the Company. Consultant shall not be entitled to nor receive any benefit normally provided to Company’s employees such as, but not limited to, vacation payment, retirement, health care or sick pay, except as provided herein. The Company shall not be responsible for withholding income or other taxes from the payments made to Consultant. Consultant shall be solely responsible for filing all returns and paying any income, social security or other tax levied upon or determined with respect to the payments made to Consultant pursuant to this Agreement. Consultant shall also be responsible for maintaining its own insurance coverage, including general liability and worker’s compensation coverage, if applicable, within coverage limits as may be required by Company and as may be required by third-parties who are using Consultant’s services in whole or part, except as provided herein. Consultant may direct the Company to satisfy any compensation obligations hereunder by making payments or contributions to a third party or entity of his choosing. All amounts payable to Consultant under Section 4 of this Agreement may be payable or issued at the sole option of Consultant, in cash or in shares of the Company and the Board hereby empowers Consultant to direct such payments and actions on behalf of the Company without seeking further approvals from the Board in respect thereof.

Page 9 of 14

12. Indemnification.

(a) Indemnification of Consultant by the Company. The Company shall indemnify, defend and hold Consultant, its subsidiaries, affiliates, officers, directors and employees harmless from and against any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including, but not limited to, reasonable attorneys’ fees and legal costs) (collectively, “Claims”) which arise out of or result from any breach or alleged breach of this Agreement by the Company. Consultant shall be covered by any directors and officers insurance policies (the “D&O Insurance”), with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement. The Consultant and the Company shall be responsible for procuring the D&O Insurance and the Company shall provide a budget of up to $150,000 for payment of premiums.

(b) Indemnification of the Company by Consultant. Consultant shall indemnify, defend and hold harmless Company, its subsidiaries, affiliates, officers, directors and employees, from and against any and all Claims which arise out of, or result from, any breach or alleged breach of this Agreement by Consultant or any claim arising out of any false and misleading statements, advertising or marketing, or arising out of Consultant’s gross negligence or wanton or willful misconduct in the performance of its obligations under this Agreement.

13. Miscellaneous.

(a) Notice. Any notice or other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) upon confirmation of receipt when such notice or other communication is sent by facsimile, (iii) one day after delivery to an overnight delivery courier (i.e., Federal Express), or (iv) on the fifth day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail. The addresses for such notices shall be as follows (or any other such address as one party may specify by notice to the other):

As to the Company:	Ehave, Inc.
	18851 NE 29th Avenue, Suite 700
	Miami, FL 33180
As to Consultant:	Benjamin Kaplan
	1800 S. Ocean Dr. PH2
	Hallandale Beach, FL 33309

Page 10 of 14

(b) Conformity to Law. If any one or more provisions of this Agreement should ever be determined to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction or be invalid or invalidated or unenforceable by reason of any law or statute, then to the extent and within the jurisdiction invalid or unenforceable, it shall be limited, construed or severed and deleted therefrom, and the remaining portions of this Agreement shall survive, remain in full force and effect, and continue to be binding and shall not be affected and shall be interpreted to give effect to the intention of the parties insofar as that is possible.

(c) Attorney’s Fees. In the event that any action is brought to enforce any of the provisions of this Agreement, or to obtain money damages for the breach thereof, and such action results in the award of a judgment for money damages or in the granting of any injunction in favor of one of the parties to this Agreement, all expenses, including reasonable attorneys’ fees, shall be paid by the non-prevailing party.

(d) Severability. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.

(e) Headings. The Headings used in this Agreement are for the convenience of the parties and for reference purposes only and shall not form a part of or affect the interpretation of this Agreement.

(f) Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted, since the attorneys for the respective parties have submitted revisions to the text hereof.

(g) Entire Agreement. This Agreement shall constitute the entire agreement concerning the subject matter hereof between the parties, superseding all previous agreements, memoranda of understanding, negotiations, and representations made prior to the effective date of this Agreement.

(h) Amendment; Waiver. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

(i) Successors and Assigns. This Agreement shall be binding upon Consultant without regard to the duration of his engagement with the Company or reasons for the cessation of such engagement, and inure to the benefit of his administrators, executors, heirs and assigns, although the obligations of Consultant are personal and may be performed only by him. The Company may assign this Agreement and its rights, together with its obligations, hereunder, provided such assignee has the capability of fulfilling the Company’s obligations to the Consultant pursuant to this Agreement. This Agreement shall also be binding upon and inure to the benefit of the Company and its subsidiaries, successors and assigns.

(j) Governing Law. The validity of this Agreement, its interpretation and any disputes arising from, or relating in any way to, this Agreement or the relationship of the parties, shall be governed by the law of the Province of Ontario without regard to conflicts of law principles.

Page 11 of 14

(k) Arbitration. In the event of any controversy or claim arising out of or relating to this contract, or the breach thereof, the parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.

The International Expedited Procedures of the International Centre for Dispute Resolution shall apply regardless of the amount in dispute. All disputes shall be heard by a panel of three arbitrators. The place of arbitration shall be Toronto, Ontario Canada.

(l) Jury Trial Waiver. COMPANY AND CONSULTANT SHALL AND HEREBY DO WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT THE COMPANY FROM ANY REMEDIES AVAILABLE HEREIN.

(m) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first written above.

EHAVE, INC.		CONSULTANT
By:	/s/ Binyomin Posen	By:	/s/ Benjamin Kaplan
Name:	Binyomin Posen		Benjamin Kaplan
Title:	Director
and
By:	/s/ Zeke Kaplan
Name:	Zeke Kaplan
Title:	Director

Page 12 of 14

EXHIBIT A

COMPENSATION RIDER

1. Annual Base Consulting Fee.

a. During the Initial Term, the Company shall pay Consultant a fee of $24,000.00 per calendar month (the “Consulting Fee”) on or before the fifth (5^th) calendar day of each month for services to be performed by the Consultant for that calendar month. Therefore, the total Consulting Fee payable per each twelve (12) month period of the Initial Term shall be $288,000.

b. Not less than yearly, the Board of Directors shall evaluate the Consulting Fee for increases but not decreases in light of the performance of the Consultant and the Company and in its discretion increase the Consulting Fee as the Board deems appropriate.

2. Bonus Compensation Milestones.

a. For each calendar year during the Term, in which the Company achieves the adjusted EBITDA targets set forth in the table below titled “Milestone”, the Company shall pay to the Consultant in restricted stock or restricted stock units of the Company, the corresponding value shares of the Company set forth in “Bonus” below, which shall vest 12 months after achievement of the applicable Milestone:

Bonus (Canadian Dollars		Milestone (Canadian Dollars)
$	100,000	1st 1,000,000
$	100,000	2nd 1,000,000
$	100,000	3rd 1,000,000
$	100,000	4th 1,000,000
$	100,000	5th 1,000,000

(1) For the purposes hereof “Adjusted EBITDA shall mean Earnings before payment of interest, taxes, depreciation or amortization and shall not include:

A. Unrealized gains or losses

B. Non-cash expenses

C. Gains or losses on foreign exchange

D. Goodwill impairments

E. Non-operating income

F. Share-based compensation

b. Upon the Company meeting the Market Cap Milestones listed below and maintaining such market cap for a period of 22 consecutive trading days, the Consultant will be awarded that number of shares set forth in the column marked “Bonus.” Market Cap shall be based upon the value of all shares issued and outstanding during the period as used in the “Basic” earnings per share calculation.

Bonus (Shares)		Market Cap Milestone (US Dollars)
	5,000,000	$	20,000,000
	5,000,000	$	40,000,000
	5,000,000	$	60,000,000
	5,000,000	$	80,000,000
	5,000,000	$	100,000,000

Page 13 of 14

3. Stock Grant – Significant Transactions.

a. Upon the Company closing a Significant Transaction, as defined below, the Consultant shall be granted that number of shares of common stock or a new series of preferred shares of the Company that is convertible into common stock of the Company equal to 10% of the of the value of all of the consideration, including any stock, cash or debt, of such completed transaction. The Consultant can earn this grant of stock for each Significant Transaction closed by the Company during the Term of this Agreement.

b. A “Significant Transaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic line of business with that of the Company as determined by Consultant in his sole discretion, a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides cash flow or equivalent value to the Company in excess of $250,000 or the listing of shares of the Company on the NASDAQ Market, the NYSE American, CSE or other National or International Market.

c. Consultant understands and acknowledges that shares earned in respect of a “Significant Transaction” as defined hereby will constitute restricted stock of the Company subject to the limitations on transfer and resale under U.S. securities law and regulation and the Company’s Equity Incentive Plan. Upon confirmation of the achievement of the milestone by the Board, the Consultant shall be delegated by the Board any and all authority necessary to direct the Company’s transfer agent to make the foregoing issuances without requiring further Board or Company approval or corporate action.

Company Initials:	/s/ ZK
Company Initials:	/s/ BP
Consultant Initials:	/s/ BK

Page 14 of 14

ADD EXHB

Exhibit 6.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADD EXHB

Exhibit 6.8

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

PSLY.COM, INC.

(“PARENT”),

MYCOTOPIA THERAPIES INC.

(“MTI”),

SILLY MERGER SUB M INC.

(“MERGER SUB M”),

SILLY MERGER SUB E INC.

(“MERGER SUB E”),

AND EI.VENTURES, INC.

(“EVI”)

DATED AS OF

MAY 17, 2022

TABLE OF CONTENTS

Article I. Definitions			6
	Section 1.1.	Definitions	6
	Section 1.2.	Interpretation.	16
	Article II. The Merger		16
	Section 2.1.	The Merger	16
	Section 2.2.	The Closing.	17
	Section 2.3.	Effective Time.	17
	Section 2.4.	Effects of the Mergers	17
	Section 2.5.	Certificate of Incorporation and Bylaws	17
	Section 2.6.	Directors and Officers	18
Article III. Effect of the Mergers			18
	Section 3.1.	Conversion of EVI Shares	18
	Section 3.2.	Conversion of Common Stock of Merger Sub E	18
	Section 3.3.	Conversion of MTI Shares	19
	Section 3.4.	Conversion of Common Stock of Merger Sub M	19
	Section 3.5.	Withholding Taxes	19
	Section 3.6.	Adjustments	19
	Section 3.7.	Payment for Shares	19
	Section 3.8.	Existing Equity Awards	22
	Section 3.9.	Convertible Securities	24
Article IV. Representations and Warranties of EVI			24
	Section 4.1.	Organization; Corporate Power; Corporate Records	24
	Section 4.2.	Capitalization	25
	Section 4.3.	Subsidiaries	26
	Section 4.4.	Corporate Authorization.	27
	Section 4.5.	Non-Contravention; Filings and Consents	27
	Section 4.6.	SEC Filings; Sarbanes-Oxley Act; Listing Requirements	28
	Section 4.7.	Financial Statements; Internal Controls	29
	Section 4.8.	Absence of Certain Changes	30
	Section 4.9.	Employee Benefit Plans	30

	Section 4.10.	Labor and Employment Matters	34
	Section 4.11.	Litigation	35
	Section 4.12.	Tax Matters	35
	Section 4.13.	Compliance with Laws; Permits	38
	Section 4.14.	Environmental Matters	38
	Section 4.15.	Intellectual Property	39
	Section 4.16.	Real Property	41
	Section 4.17.	Material Contracts	41
	Section 4.18.	Anticorruption.	42
	Section 4.19.	Insurance.	42
	Section 4.20.	Intentionally omitted	43
	Section 4.21.	Brokers; Certain Expenses	43
	Section 4.22.	Stockholder Approval Requirement	43
	Section 4.23.	State Takeover Statutes	43
	Section 4.24.	Customers and Suppliers	43
	Section 4.25.	Transactions with Affiliates	43
	Section 4.26.	Privacy and Data Security	44
	Section 4.27.	Sufficiency of Assets	47
	Section 4.28.	CARES Act	47
	Section 4.29.	Full Disclosure	47
Article V. Representations and Warranties of MTI			47
	Section 5.1.	Organization; Corporate Power; Corporate Records	47
	Section 5.2.	Capitalization	48
	Section 5.3.	Subsidiaries	49
	Section 5.4.	Corporate Authorization.	49
	Section 5.5.	Non-Contravention; Filings and Consents	49
	Section 5.6.	SEC Filings; Sarbanes-Oxley Act; Listing Requirements	50
	Section 5.7.	Financial Statements; Internal Controls	51
	Section 5.8.	Absence of Certain Changes	52
	Section 5.9.	Employee Benefit Plans	52
	Section 5.10.	Labor and Employment Matters	52
	Section 5.11.	Litigation	54
	Section 5.12.	Tax Matters	54

	Section 5.13.	Compliance with Laws; Permits	56
	Section 5.14.	Environmental Matters	57
	Section 5.15.	Intellectual Property	58
	Section 5.16.	Real Property	59
	Section 5.17.	Material Contracts	60
	Section 5.18.	Anticorruption.	62
	Section 5.19.	Insurance.	62
	Section 5.20.	Brokers; Certain Expenses	62
	Section 5.21.	Stockholder Approval Requirement	62
	Section 5.22.	State Takeover Statutes	63
	Section 5.23.	Customers and Suppliers	63
	Section 5.24.	Transactions with Affiliates	63
	Section 5.25.	Privacy and Data Security	63
	Section 5.26.	Sufficiency of Assets	66
	Section 5.27.	Full Disclosure	66
Article VI. REPRESENTATIONS AND WARRANTIES OF PARENT			67
	Section 6.1.	Organization; Corporate Power; Corporate Records	67
	Section 6.2.	Capitalization	67
	Section 6.3.	Subsidiaries	68
	Section 6.4.	Corporate Authorization.	68
	Section 6.5.	Non-Contravention; Filings and Consents	69
	Section 6.6.	Conduct of Business	69
Article VII. Covenants			70
	Section 7.1.	Conduct of Business of EVI and MTI Pending the Merger	70
	Section 7.2.	No Solicitation; Board Recommendation.	77
	Section 7.3.	Access to Information	80
	Section 7.4.	Efforts to Closing; Government Filings	80
	Section 7.5.	Indemnification, Exculpation, and Insurance	82
	Section 7.6.	Takeover Laws	82
	Section 7.7.	Stockholder Approval	83
	Section 7.8.	Securityholder Litigation.	83
	Section 7.9.	Press Releases	83
	Section 7.10.	Notification of Certain Matters	84

	Section 7.11.	Updates to Disclosure Schedule	85
	Section 7.12.	Rule 16b-3.	85
	Section 7.13.	Certain Tax Matters	85
	Section 7.14.	Transfer Taxes	85
	Section 7.15.	SEC Filings; EVI Stockholder Meeting and MTI Stockholder Meeting	86
	Section 7.16.	Exchange Listing.	89
Article VIII. Conditions to Consummation of the Mergers			89
	Section 8.1.	Conditions to Each Party’s Obligation to Effect the Mergers	89
	Section 8.2.	Conditions to Obligations of Parent, Merger Sub E and Merger Sub M	89
	Section 8.3.	Conditions to Obligation of EVI	90
	Section 8.4.	Conditions to Obligation of MTI	91
Article IX. Termination; Amendment; Waiver			91
	Section 9.1.	Termination	91
	Section 9.2.	Effect of Termination	93
	Section 9.3.	Fees and Expenses	93
	Section 9.4.	Amendment	95
	Section 9.5.	Extension; Waiver; Remedies	95
Article X. Miscellaneous			95
	Section 10.1.	Entire Agreement.	95
	Section 10.2.	Assignment	95
	Section 10.3.	Amendment and Waiver	96
	Section 10.4.	Severability	96
	Section 10.5.	Expenses	96
	Section 10.6.	Governing Law	96
	Section 10.7.	Enforcement of the Agreement; Jurisdiction; No Jury Trial	96
	Section 10.8.	Notices	97
	Section 10.9.	Parties in Interest.	98
	Section 10.10.	Descriptive Headings	98
	Section 10.11.	Counterparts	98
	Section 10.12.	Nonsurvival of Representations and Warranties	98
	Section 10.13.	Obligations of MTI, EVI and Parent	98

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 17, 2022, by and among PSLY.COM, INC. (“Parent”), a Delaware corporation, MYCOTOPIA THERAPIES INC., a Nevada corporation (“MTI”), SILLY MERGER SUB M INC., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Merger Sub M”), SILLY MERGER SUB E INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub E”), and EI.VENTURES, INC., a Delaware corporation (“EVI”) (each of Parent, Merger Sub M, Merger Sub E, MTI, and EVI, are sometimes referred to herein as a “Party,” and collectively, as the “Parties”).

RECITALS

WHEREAS, the board of directors of each of EVI (the “EVI Board”), Parent (the “Parent Board”), Merger Sub E, MTI (the “MTI Board”), and Merger Sub M have each (a) approved the business combination transaction provided for herein in which Merger Sub E will, subject to the terms and conditions set forth herein, merge with and into EVI, with EVI surviving such merger (the “EVI Merger”), so that immediately following the EVI Merger, EVI will be a direct wholly-owned Subsidiary of Parent, (b) approved the business combination transaction provided for herein in which Merger Sub M will, subject to the terms and conditions set forth herein, merge with and into MTI, with MTI surviving such merger (the “MTI Merger”) (the MTI Merger and the EVI Merger, the “Mergers”), so that immediately following the MTI Merger, MTI will be a direct wholly-owned Subsidiary of Parent, (c) determined that the terms of this Agreement are in the best interests of and fair to MTI, EVI, Parent, Merger Sub E, and Merger Sub M, as applicable, and (d) have declared the advisability of this Agreement and the Mergers;

WHEREAS, the Parties intend that, for U.S. federal income tax purposes, (a) each of the Mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (such Tax treatment being referred to as the “Intended Tax Treatment”) and (b) this Agreement be, and is hereby, adopted as a “plan of reorganization” within the meaning of Treasury Regulations §1.368–2(g) and for purposes of Sections 354 and 361 of the Code;

WHEREAS, the EVI Board has unanimously recommended the adoption of this Agreement by the stockholders of EVI;

WHEREAS, the MTI Board has unanimously recommended the adoption of this Agreement by the stockholders of MTI; and

WHEREAS, Parent, Merger Sub E, Merger Sub M, MTI, and EVI desire to make certain representations, warranties, covenants and agreements in connection with the Mergers and also to prescribe various conditions to the Mergers.

5

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, and agreements set forth herein, the Parties hereby agree as follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

“Acquisition Agreement” has the meaning set forth in Section 7.2(b)(3).

“Acquisition Proposal” means any inquiry, proposal or offer from any Person or group (other than Parent or any of its Affiliates) relating to, or that could reasonably be expected to lead to, in one transaction or a series of transactions, any merger, consolidation, business combination, recapitalization, liquidation, or dissolution involving EVI or MTI, as applicable, or any direct or indirect acquisition, including by way of any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, license agreement, or similar transaction.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at Law or in equity.

“Adverse Recommendation Change” has the meaning set forth in Section 7.2(b).

“Adverse Recommendation Change Notice” has the meaning set forth in Section 7.2(b)(1).

“Affiliate” means, with respect to any Person: (i) any director, officer, or partner of that Person; (ii) any other Person of which that Person is a director, officer, or partner; (iii) any Person who directly or indirectly controls or is controlled by, or is under common control with, that Person; and (iv) with respect to any Person described above who is a natural person, any spouse and any relative (by blood, adoption or marriage) within the third degree of consanguinity of the Person, and the term “control” means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Anticorruption Laws” has the meaning set forth in Section 4.18.

“Business Day” means a day, other than a Saturday or Sunday or public holiday in New York, NY, on which commercial banks are open in New York, NY for general commercial purposes.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116– 136) and any administrative or other guidance published with respect thereto by any Governmental Entity.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” has the meaning set forth in the recitals.

“Contract” means any legally binding contract, subcontract, agreement, license, sublicense, lease, sublease, instrument, indenture, promissory note, or other written or oral and legally binding commitment or undertaking.

“COVID-19” means SARS-Cov-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

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“COVID-19 Measures” means any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester, or any other Law, directive, guidelines, or recommendations by any Governmental Authority in connection with or in response to COVID-19.

“Data Activities” means the collection, storage, use, access, disclosure, processing, security, and transfer of Personal Data.

“Data Center” means a data center or facility used to house Seller’s data storage and telecommunication systems and in which Personal Data is stored or processed.

“DGCL” has the meaning set forth in Section 2.1.

“Disclosure Schedule Update” has the meaning set forth in Section 7.11.

“Effective Time” has the meaning set forth in Section 2.3.

“Environmental Laws” means all Laws, including federal, state, local, foreign, and international Laws, relating in any way to pollution, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), preservation or reclamation of natural resources, the climate, the presence, management or Release of or exposure to Hazardous Materials, or to human health and safety in respect of the foregoing, or the protection of endangered or threatened species.

“Environmental Liabilities” means all Liabilities, obligations, responsibilities, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and expenses (including any amounts paid in settlement, all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in Contract, tort, implied or express warranty, strict Liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order or agreement with any Governmental Authority or other Person, which relates to any environmental, health or safety condition, violation of Environmental Law or a Release or threatened Release of Hazardous Materials.

“Environmental Permits” means all Permits necessary under Environmental Laws for the operations of a Party’s respective business.

“ERISA” means the Employee Retirement Security Act of 1974 (93 P.L. 406), as amended.

“ERISA Affiliate” means, with respect to any Person, any entity which is (or at any relevant time was) a member of a controlled group of corporations, under common control or in an affiliated service group with such Person within the meaning of Section 414(b), (c) or (m) of the Code.

“EVI” has the meaning set forth in the preamble.

“EVI Board” has the meaning set forth in the recitals.

“EVI Board Recommendation” has the meaning set forth in Section 4.4(b).

“EVI Book Entry Shares” has the meaning set forth in Section 3.7(a).

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“EVI Business Employees” has the meaning set forth in Section 4.10(a).

“EVI Bylaws” has the meaning set forth in Section 2.5(a).

“EVI Certificate of Incorporation” has the meaning set forth in Section 2.5(a).

“EVI Certificate of Merger” has the meaning set forth in Section 2.3.

“EVI Common Stock” has the meaning set forth in Section 3.1(a).

“EVI Contingent Worker” has the meaning set forth in Section 4.10(g).

“EVI Disclosure Schedule” has the meaning set forth in Article IV.

“EVI Effective Time” has the meaning set forth in Section 2.3.

“EVI Employee Plan” has the meaning set forth in Section 4.9(a).

“EVI Financial Statements” has the meaning set forth in Section 4.7(a).

“EVI International Employee Plan” has the meaning set forth in Section 4.9(a).

“EVI Leased Real Property” means all real property described on Section 4.16(b) of the EVI Disclosure Schedule that is not owned in fee simple by EVI that EVI either occupies or uses or has the right to occupy or use, together with all buildings, structures, fixtures and other improvements thereon (including construction in progress) and appurtenances thereto located on such real property).

“EVI Material Adverse Effect” means any state of facts, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, has had or could reasonably be expected to (i) have in a material adverse effect on the business, assets, properties, financial condition, or results of operations of EVI and its Subsidiaries, taken as a whole, or (ii) prevent, materially impede or materially delay the consummation by EVI of the EVI Merger or the other transactions contemplated by this Agreement; provided, however, that none of the following events, effects, or circumstances, alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would be, an EVI Material Adverse Effect: (A) any change in general economic, business, financial, credit or market conditions; (B) any change in GAAP or applicable Law or the interpretation thereof; (C) any act of terrorism, war (whether or not declared), pandemic (including, but not limited to, any pandemic or epidemic related to COVID-19), national disaster or any national or international calamity affecting the United States; (D) any failure to meet internal EVI projections or external analyst projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes of such failures may constitute or be taken into account in determining whether there has been or would be an EVI Material Adverse Effect); (E) any change in the price or trading volume of the EVI Common Stock in and of itself (provided that the underlying causes of such change may constitute or be taken into account in determining whether there has been, or would be, an EVI Material Adverse Effect); or (F) any effect attributable to the announcement, performance or pendency of this Agreement or the transactions contemplated hereby; provided, further, that in the case of clauses (A), (B), or (C), any such fact, circumstance, event, change, development or effect shall be taken into account in determining whether an EVI Material Adverse Effect has occurred or would reasonably be likely to occur to the extent that such fact, circumstance, event, change, development or effect has a materially disproportionate effect on EVI and its Subsidiaries, as compared to other similarly sized and situated participants in the industry in which EVI and its Subsidiaries conduct their businesses.

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“EVI Material Contract” has the meaning set forth in Section 4.17(a).

“EVI Merger” has the meaning set forth in the recitals.

“EVI Merger Consideration” has the meaning set forth in Section 3.1(a).

“EVI Organizational Documents” has the meaning set forth in Section 2.5(a).

“EVI Owned Real Property” means all real property described on Section 4.16(b) of the EVI Disclosure Schedule that is owned by EVI, and all of EVI’s right, title, and interest in the buildings, structures, fixtures, and other improvements located thereon, together with all water lines, rights-of-way, uses, licenses, hereditaments, tenements, and appurtenances belonging or appertaining thereto and any and all assignable warranties of third parties with respect thereto.

“EVI SEC Reports” has the meaning set forth in Section 4.6(a).

“EVI Stock Certificates” has the meaning set forth in Section 3.7(a).

“EVI Stock Option” means any option issued under the EVI Stock Plan.

“EVI Stock Plan” means Ei. Ventures, Inc. 2020 Equity Incentive Plan.

“EVI Stockholder Approval” has the meaning set forth in Section 4.22.

“EVI Stockholder Meeting” has the meaning set forth in Section 7.7(a).

“EVI Superior Proposal” means any binding bona fide unsolicited written offer which did not result from a breach of Section 7.1(a) made by any Person (other than Parent, Merger Sub E, or any of their Affiliates) that, if consummated, would result in such Person acquiring, directly or indirectly, all of the outstanding shares of EVI Common Stock or all or substantially all the assets of EVI and its Subsidiaries, and which offer, in the reasonable judgment of the EVI Board (after consultation with outside legal counsel and upon receipt of a written opinion of a financial advisor of nationally recognized reputation), (i) provides consideration that is more favorable to the stockholders of EVI than the consideration payable in the Merger (taking into account all of the terms and conditions of such proposal and this Agreement, including any changes to the terms of this Agreement proposed by Parent in response to such Person’s offer or otherwise) and (ii) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

“EVI Survivor” has the meaning set forth in Section 2.1.

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

“Exchange Agent” has the meaning set forth in Section 3.7(a).

“Exchange Fund” has the meaning set forth in Section 3.7(a).

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP” means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

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“Governmental Authority” means any national, state or local, domestic or foreign or international, government or any judicial, legislative, executive, administrative or regulatory authority, tribunal, agency, body, entity or commission or other governmental, quasi- governmental or regulatory authority or agency, domestic or foreign or international.

“Hazardous Materials” means any material, substance or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as hazardous, toxic, a pollutant, a contaminant, radioactive, or of similar classification, including petroleum or petroleum by-products, asbestos in any form, polychlorinated biphenyls, ozone-depleting substances, or any other hazardous or toxic substance or chemical substance or waste that is prohibited, limited or regulated under any Environmental Law.

“Indebtedness” means, with respect to any Person and without duplication: (a) any (i) indebtedness for borrowed money (including the current portion thereof), (ii) obligation relating to a letter of credit, bankers’ acceptance, note purchase facility or similar instruments in each case to the extent drawn, (iii) obligation evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), (iv) obligation for the payment of money relating to any lease that is required to be classified as a capitalized lease obligation in accordance with GAAP, (v) obligation for all or any part of the deferred purchase price of property or services, including any “earn-out” or similar payments or any non-compete payments, (vi) obligation under interest rate swap, hedging or similar agreements, (vii) obligation for any trade or accounts payables to Affiliates or those aged thirty (30) days or more from the date of invoice or those with respect to the purchase of property items or (viii) obligation for any deferred rent Liabilities; or (b) any obligation of others described in clause (a) of this definition that such Person has guaranteed, that is recourse to such Person or any of its assets or that is otherwise its legal Liability or that is secured in whole or in part by the assets of such Person. For purposes of this Agreement, “Indebtedness” includes (a) any and all accrued interest, success fees, prepayment premiums, make whole premiums or penalties and fees or expenses actually incurred (including attorney’s fees) with respect to the prepayment of any Indebtedness, and (b) any and all amounts owed by any Party to any of its respective Affiliates.

“Intellectual Property” means and includes (i) patents, applications for patents (including divisions, provisionals, continuations, continuations in-part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; (ii) inventions, discoveries and ideas, whether patentable or not in any jurisdiction; (iii) trademarks, service marks, brand names, certification marks, trade dress, assumed names, domain names, trade names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; (iv) nonpublic information, trade secrets, know-how, formulae, processes, procedures, research records, records of invention, test information, market surveys, and confidential information, whether patentable or not in any jurisdiction and rights in any jurisdiction to limit the use or disclosure thereof by any Person; (v) writings and other works, whether copyrightable or not in any jurisdiction, and any renewals or extensions thereof; any similar intellectual property or proprietary rights; (vi) software, including all types of computer software programs, operating systems, application programs, software tools, firmware (including all types of firmware, firmware specifications, mask works, circuit layouts and hardware descriptions) and software imbedded in equipment, including both object code and source code, and all written or electronic data, documentation and materials that explain the structure or use of software or that were used in the development of software, including software specifications, or are used in the operation of the software (including logic diagrams, flow charts, procedural diagrams, error reports, manuals and training materials, look-up tables and databases), whether patentable or not in any jurisdiction and rights in any jurisdiction to limit the use or disclosure thereof and registrations thereof in any jurisdiction, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; and (vii) any claims or causes of action (pending, threatened or which could be filed) arising out of any infringement or misappropriation of any of the foregoing.

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“Intended Tax Treatment” has the meaning set forth in the recitals.

“IRS” means the Internal Revenue Service.

“Knowledge” means:

(a)

an individual will be deemed to have “Knowledge” of a particular fact or matter: (i) if such individual has actual knowledge of such fact or matter or (ii) if such individual could reasonably have acquired actual knowledge of such fact or matter in the ordinary course of performance of such individual’s duties as an officer or director of EVI or MTI, as applicable, after inquiry, with respect to such fact or matter, of EVI’s or MTI’s respective employees and after reasonable investigation with respect to such fact or matter; and

(b)

a Party or its respective Affiliates and Subsidiaries will be deemed to have “Knowledge” of a particular fact or matter only if any individual who, as of a given time of determination, is specified in Section 1.1 of the EVI Disclosure Schedule with respect to EVI and Section 1.1 of the MTI Disclosure Schedule with respect to MTI has, or at any time had, Knowledge of such fact or matter.

“Law” has the meaning set forth in Section 4.13(a).

“Liability” has the meaning set forth in Section 4.7(e)

“Lien” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever.

“Mergers” has the meaning set forth in the recitals.

“Merger Sub E” has the meaning set forth in the preamble.

“Merger Sub M” has the meaning set forth in the preamble.

“Merger Sub E Stock” has the meaning set forth in Section 3.2.

“Merger Sub M Stock” has the meaning set forth in Section 3.4.

“MTI Book Entry Shares” has the meaning set forth in Section 3.7(a).

“MTI Business Employees” has the meaning set forth in Section 5.10(a).

“MTI Bylaws” has the meaning set forth in Section 2.5(b).

“MTI Certificate of Incorporation” has the meaning set forth in Section 2.5(b).

“MTI Certificate of Merger” has the meaning set forth in Section 2.3.

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“MTI Common Stock” has the meaning set forth in Section 3.3(a).

“MTI Contingent Worker” has the meaning set forth in Section 5.10(g).

“MTI Disclosure Schedule” has the meaning set forth in Article V.

“MTI Effective Time” has the meaning set forth in Section 2.3.

“MTI Employee Plan” has the meaning set forth in Section 5.9(a).

“MTI Financial Statements” has the meaning set forth in Section 5.7(a).

“MTI International Employee Plan” has the meaning set forth in Section 5.9(a).

“MTI Leased Real Property” means all real property described on Section 5.16(b) of the MTI Disclosure Schedule is not owned in fee simple by MTI that MTI either occupies or uses or has the right to occupy or use, together with all buildings, structures, fixtures and other improvements thereon (including construction in progress) and appurtenances thereto located on such real property).

“MTI Material Adverse Effect” means any state of facts, change, development, event, effect, condition, occurrence, action or omission that, individually or in the aggregate, has had or could reasonably be expected to (i) have in a material adverse effect on the business, assets, properties, financial condition, or results of operations of MTI and its Subsidiaries, taken as a whole or (ii) prevent, materially impede or materially delay the consummation by MTI of the MTI Merger or the other transactions contemplated by this Agreement; provided, however, that none of the following events, effects or circumstances, alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would be, a MTI Material Adverse Effect: (A) any change in general economic, business, financial, credit or market conditions; (B) any change in GAAP or applicable Law or the interpretation thereof; (C) any act of terrorism, war (whether or not declared), pandemic (including, but not limited to, any pandemic or epidemic related to COVID-19), national disaster or any national or international calamity affecting the United States; (D) any failure to meet internal MTI projections or external analyst projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes of such failures may constitute or be taken into account in determining whether there has been or would be a MTI Material Adverse Effect); (E) any change in the price or trading volume of the MTI Common Stock in and of itself (provided that the underlying causes of such change may constitute or be taken into account in determining whether there has been, or would be, a MTI Material Adverse Effect); or (F) any effect attributable to the announcement, performance or pendency of this Agreement or the transactions contemplated hereby; provided, further, that in the case of clauses (A), (B), or (C), any such fact, circumstance, event, change, development or effect shall be taken into account in determining whether a MTI Material Adverse Effect has occurred or would reasonably be likely to occur to the extent that such fact, circumstance, event, change, development or effect has a materially disproportionate effect on MTI and its Subsidiaries, as compared to other similarly sized and situated participants in the industry in which MTI and its Subsidiaries conduct their businesses.

“MTI Material Contract” has the meaning set forth in Section 5.17(a).

“MTI Merger” has the meaning set forth in the recitals.

“MTI Merger Consideration has the meaning set forth in Section 3.3(a).

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“MTI Organizational Documents” has the meaning set forth in Section 2.5(b).

“MTI Owned Real Property” means all real property described on Section 5.16(b) of the MTI Disclosure Schedule is owned by MTI, and all of MTI’s right, title, and interest in the buildings, structures, fixtures and other improvements located thereon, together with all water lines, rights- of-way, uses, licenses, hereditaments, tenements, and appurtenances belonging or appertaining thereto and any and all assignable warranties of third parties with respect thereto.

“MTI Preferred Stock” has the meaning set forth in Section 5.2(a).

“MTI SEC Reports” has the meaning set forth in Section 5.6(a).

“MTI Stock Certificates” has the meaning set forth in Section 3.7(a).

“MTI Stockholder Approval” has the meaning set forth in Section 5.21.

“MTI Stockholder Meeting” has the meaning set forth in Section 7.7(b).

“MTI Stock Price” has the meaning set forth in Section 3.7(d).

“MTI Superior Proposal” means any binding bona fide unsolicited written offer which did not result from a breach of Section 7.1(a) made by any Person (other than Parent, Merger Sub M, or any of their Affiliates) that, if consummated, would result in such Person acquiring, directly or indirectly, all of the outstanding shares of MTI Common Stock or all or substantially all the assets of MTI and its Subsidiaries, and which offer, in the reasonable judgment of the MTI Board (after consultation with outside legal counsel and upon receipt of a written opinion of a financial advisor of nationally recognized reputation), (i) provides consideration that is more favorable to the stockholders of MTI than the consideration payable in the MTI Merger (taking into account all of the terms and conditions of such proposal and this Agreement, including any changes to the terms of this Agreement proposed by Parent in response to such Person’s offer or otherwise) and (ii) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

“MTI Survivor” has the meaning set forth in Section 2.1.

“MTI Warrant” has the meaning set forth in Section 3.8(b).

“NML” has the meaning set forth in Section 2.1.

“Order” has the meaning set forth in Section 4.13(a).

“Organizational Documents” means with respect to any Person, the charter, articles or certificate of incorporation, certificate of formation or organization, bylaws, the limited liability company agreement, the operating agreement, the limited partnership agreement, the partnership agreement, the trust agreement or such other organizational, constituent and/or governing documents and/or instruments of such Person.

“Outside Date” means September 30, 2022. “Parent” has the meaning set forth in the preamble.

“Parent Board” has the meaning set forth in the recitals.

“Parent Common Stock” has the meaning set forth in Section 3.1(a).

“Parent Disclosure Schedule” has the meaning set forth in Article VI.

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“Parent Expenses” has the meaning set forth in Section9.3(b).

“Parent Preferred Stock” has the meaning set forth in Section 6.2(a).

“Parent Stock Exchange” has the meaning set forth in Section 3.7(d).

“Parent Stock Option” has the meaning set forth in Section 3.8(a).

“Parent Stock Plan” means the PSLY.com, Inc. 2022 Equity Incentive Plan.

“Parent Warrant” has the meaning set forth in Section 3.8(b).

“Party” has the meaning set forth in the preamble.

“Parties” has the meaning set forth in the preamble.

“PCI Requirements” means, collectively, PCI Security Standards Council’s Payment Card Industry Data Security Standard and all other applicable rules and requirements as may be promulgated from time to time by the PCI Security Standards Council, by any successor thereto, by any member thereof, or by any entity that functions as a card brand, card association, payment processor, acquiring bank, merchant bank or issuing bank with respect to a payment card bearing the logo of a PCI Security Standards Council member, including, without limitation, the Payment Application Data Security Standards and all audit and filing requirements.

“Permits” has the meaning set forth in Section 4.13(c).

“Permitted Lien” means (i) Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established in the most recent financial statements contained in the EVI SEC Reports; (ii) mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s and other Liens arising by operation of Law; (iii) Liens or security interests that arise or are incurred in the ordinary course of business relating to obligations not yet due on the part of EVI or any of its Subsidiaries in the case of EVI or MTI or any of its Subsidiaries in the case of MTI, or secure a liquidated amount that is being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established in the most recent financial statements contained in the MTI SEC Reports or EVI SEC Reports, as applicable; (iv) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vi) easements, encroachments, declarations, covenants, conditions, reservations, limitations and rights-of -way (unrecorded and of record) and other similar restrictions or encumbrances of record, zoning, building and other similar ordinances, regulations, variances and restrictions, and all defects or irregularities in title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (vii) Liens or security interests that arise from agreements entered into in accordance with Section 7.1 (in the case of EVI) or Section 7.2 (in the case of MTI); (viii) all Liens created or incurred by any owner, landlord, sublandlord or other Person that is leasing real property to EVI or MTI, as applicable; and (ix) any other Liens which do not materially interfere with EVI’s (in the case of EVI) or MTI’s (in the case of MTI), use and enjoyment of real property or materially detract from or diminish the value thereof.

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“Person” means any individual, corporation (wherever incorporated), firm, joint venture, works council or employee representative body, limited liability company, partnership, association, trust, estate or other entity or organization including a government, state or agency of a state or Governmental Authority.

“Personal Data” means all data relating to one or more individuals that is (i) personally identifying, including, without limitation, data that identifies an individual or, in combination with any other information or data available to EVI or its Subsidiaries or MTI or its Subsidiaries, as applicable, is capable of identifying an individual; or (ii) non-personally identifying, including, without limitation, aggregate or de-identified data and data collected automatically, including data collected through a mobile or other electronic device.

“Privacy Agreement” means, with respect to any Person, a contract (or any portion thereof) to which such Person or any of its Subsidiaries is a party that are applicable to Data Activities.

“Privacy and Data Security Policies” means, collectively, written policies relating to Data Activities, including, without limitation, a publicly posted website privacy policy, mobile app privacy policy, annual privacy statements required under the Financial Services Modernization Act of 1999, as amended (also known as the Gramm-Leach-Bliley Act) and a comprehensive information security program that includes appropriate written information security policies.

“Privacy Laws” means, collectively, all federal, state, local and foreign Laws, rules and regulations pertaining to (i) data security, cyber security, and ecommerce, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, Title II, Subtitle F, Sections 261–264, Public Law 104–191 and the Health Information Technology for Economic and Clinical Health Act, as amended, the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (including the Fair and Accurate Credit Transactions Act of 2003) and the Financial Services Modernization Act of 1999, as amended (also known as the Gramm-Leach-Bliley Act) and in each case, the rules implemented thereunder; and (ii) Data Activities.

“Recommendation” has the meaning set forth in Section 7.15(b).

“Release” means any release, spill, leaking, dumping, pouring, emitting, emptying, pumping, discharge, injection, escaping, leaching, dispersal, disposal of or migration into or through the environment or within any building, structure, or facility.

“Representative” means, with respect to any Person, such Person’s directors, officers, employees, lawyers, advisors and investment bankers.

“Sarbanes-Oxley Act” has the meaning set forth in Section 4.6(a).

“SEC” means the United States Securities and Exchange Commission.

“SEC Clearance Date” has the meaning set forth in Section 7.15(b).

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

“Subsidiary” means an entity owned wholly or in part by another Person, which other Person, directly or indirectly, owns more than 50% of the stock or other equity interests of such entity having voting power to elect a majority of the board of directors or other governing body of such entity.

“Takeover Laws” has the meaning set forth in Section 7.6.

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“Tax” or, collectively, “Taxes” means (i) any federal, state, provincial, local or foreign income, gross receipts, license, accumulated earnings, personal holding company, profits, windfall profits, workers’ compensation, severance, payroll, employment, premium, excise, occupation, environmental, customs duties, capital stock, franchise, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, stamp, ad valorem, value added, alternative or add-on minimum or estimated tax or other taxes, duties, fees, levies, assessments or governmental charges or deficiencies thereof, in each case including any interest, penalty or addition thereto and (ii) any Liability for amounts of the type described in the immediately preceding clause (i) arising under any agreements or arrangements with any Person (including pursuant to Treasury Regulations § 1.1502–6 or comparable provisions of state, provincial, local or foreign Tax Law), as a transferee or successor, by contract or otherwise.

“Tax Returns” means any and all returns, reports, declarations, claims for refund or information returns, statements or forms (including any schedule or attachment thereto) required to be filed with a Governmental Authority.

“Transfer Taxes” has the meaning set forth in Section 7.14.

“WARN Act” has the meaning set forth in Section 4.10(e).

Section 1.2. Interpretation. The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural Persons shall include all Persons and vice versa. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

ARTICLE II. THE MERGER

Section 2.1. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub E shall be merged with and into EVI, the separate corporate existence of Merger Sub E shall cease, and EVI shall continue as the surviving corporation (the “EVI Survivor”) and as a wholly-owned Subsidiary of Parent. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of Chapter 92A of the Nevada Revised Statutes (the “NML”), at the Effective Time, Merger Sub M shall be merged with and into MTI, the separate corporate existence of Merger Sub M shall cease, and MTI shall continue as the surviving corporation (the “MTI Survivor”) and as a wholly-owned Subsidiary of Parent.

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Section 2.2. The Closing. The closing of the Merger (the “Closing”) will take place at 10:00 a.m., New York City time, as soon as practicable (and, in any event, within two (2) Business Days) after satisfaction (or, to the extent permitted under this Agreement and by Law, waiver) of all conditions to the Mergers set forth in Article VIII hereof other than those conditions that by their nature are to be satisfied at the Closing (such actual date of Closing, the “Closing Date”), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the Parties. The Closing will be held at the offices of Potomac Law Group, PLLC or as otherwise may be agreed to in writing by the Parties.

Section 2.3. Effective Time. As soon as practicable after the Closing, the Parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “EVI Certificate of Merger”) in such form as is required by, and executed and acknowledged in accordance with, the provisions of the DGCL. The EVI Merger shall become effective at such time as the EVI Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as the Parties shall agree in compliance with the DGCL and as shall be set forth in the EVI Certificate of Merger (such time at which the EVI Merger becomes effective is referred to in this Agreement as the “EVI Effective Time”). As soon as practicable after the Closing, the Parties shall file with the Secretary of State of the State of Nevada a certificate of merger (the “MTI Certificate of Merger”) in such form as is required by, and executed and acknowledged in accordance with, the provisions of the NML. The MTI Merger shall become effective at such time as the MTI Certificate of Merger is duly filed with the Secretary of State of the State of Nevada, or at such later time as the Parties shall agree in compliance with the NML and as shall be set forth in the MTI Certificate of Merger (such time at which the MVI Merger becomes effective is referred to in this Agreement as the “MVI Effective Time”).

Section 2.4. Effects of the Mergers. The Mergers shall have the effects set forth herein and in the applicable provisions of the DGCL and NML. Without limiting the generality of the foregoing, (i) at the ETI Effective Time, all the property, rights, privileges, powers and franchises of EVI and Merger Sub E shall vest in the EVI Survivor, and all debts, Liabilities and duties of EVI and Merger Sub E shall become the debts, Liabilities and duties of the EVI Survivor, all as provided under the DGCL, and (ii) at the MTI Effective Time, all the property, rights, privileges, powers and franchises of MTI and Merger Sub M shall vest in the MTI Survivor, and all debts, Liabilities and duties of MTI and Merger Sub M shall become the debts, Liabilities and duties of the MTI Survivor, all as provided under the NML.

Section 2.5. Certificate of Incorporation and Bylaws.

(a)

The Certificate of Incorporation of EVI (the “EVI Certificate of Incorporation”) shall, by virtue of the EVI Merger, be amended and restated in its entirety to read as set forth in Annex A-1 to this Agreement and, as so amended and restated, shall be the certificate of incorporation of the EVI Survivor until thereafter amended as permitted by Law and this Agreement. The bylaws of EVI (the “EVI Bylaws,” together with the EVI Certificate of Incorporation, the “EVI Organizational Documents”), as in effect immediately prior to the Effective Time, shall, by virtue of the EVI Merger, be amended and restated in their entirety to read as set forth in Annex A-2 to this Agreement and, as so amended and restated, shall be the bylaws of the EVI Survivor until thereafter amended as permitted by Law and this Agreement.

(b)

The Certificate of Incorporation of MTI (the “MTI Certificate of Incorporation”) shall, by virtue of the MTI Merger, be amended and restated in its entirety to read as set forth in Annex B-1 to this Agreement and, as so amended and restated, shall be the certificate of incorporation of the MTI Survivor until thereafter amended as permitted by Law and this Agreement. The bylaws of MTI (the “MTI Bylaws,” together with the MTI Certificate of Incorporation, the “MTI Organizational Documents”), as in effect immediately prior to the Effective Time, shall, by virtue of the MTI Merger, be amended and restated in their entirety to read as set forth in Annex B-2 to this Agreement and, as so amended and restated, shall be the bylaws of the MTI Survivor until thereafter amended as permitted by Law and this Agreement.

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Section 2.6. Directors and Officers. The individuals set forth on Annex C shall be the initial directors and initial officers of the MTI Survivor and the EVI Survivor as described on Annex C.

ARTICLE III. EFFECT OF THE MERGERS

Section 3.1. Conversion of EVI Shares. At the Effective Time, by virtue of the EVI Merger and without any action on the part of the holders thereof:

(a)

except as otherwise provided in Section 3.1(b), each share of common stock of EVI, par value $.0001 per share (the “EVI Common Stock”), issued and outstanding immediately prior to the EVI Effective Time shall be converted into the right to receive a number of fully paid and nonassessable shares of common stock, par value $.0001 per share, of Parent (the “Parent Common Stock”) equal to (i) the sum of $360,000,000 (Three Hundred Sixty Million Dollars) plus the amount of funds raised by EVI under its Regulation A offering since December 6, 2021 and under its Regulation D offering since March 28, 2022 (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of EVI Common Stock then issued and outstanding times four (4) (the “EVI Merger Consideration”);

(b)

each share of EVI Common Stock owned by EVI as treasury stock or owned by Parent or Merger Sub E immediately prior to the EVI Effective Time shall automatically be cancelled and cease to exist and no consideration shall be paid with respect thereto.

Section 3.2. Conversion of Common Stock of Merger Sub E. At the EVI Effective Time, by virtue of the EVI Merger and without any action on the part of any Person, each share of common stock, $.0001 par value, of Merger Sub E (the “Merger Sub E Stock”) issued and outstanding immediately prior to the EVI Effective Time shall be converted into and become one fully paid and nonassessable share of EVI Survivor Common Stock, with the same rights, powers and privileges of the shares so converted. From and after the EVI Effective Time, all certificates representing Merger Sub E Stock shall be deemed for all purposes to represent the number of shares of EVI Survivor Stock into which they were converted in accordance with the immediately preceding sentence.

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Section 3.3. Conversion of MTI Shares. At the MTI Effective Time, by virtue of the MTI Merger and without any action on the part of the holders thereof:

(a)	except as otherwise provided in Section 3.3(b), each share of common stock of MTI, par value $.001 per share (the “MTI Common Stock”), issued and outstanding immediately prior to the MTI Effective Time shall be converted into the right to receive 0.25 fully paid and nonassessable share of Parent Common Stock (the “MTI Merger Consideration”);
(b)	each share of MTI Common Stock owned by MTI as treasury stock or owned by Parent or Merger Sub M immediately prior to the MTI Effective Time shall automatically be cancelled and cease to exist and no consideration shall be paid with respect thereto.

Section 3.4. Conversion of Common Stock of Merger Sub M. At the MTI Effective Time, by virtue of the MTI Merger and without any action on the part of any Person, each share of common stock, $.0001 par value, of Merger Sub M (the “Merger Sub M Stock”) issued and outstanding immediately prior to the MTI Effective Time shall be converted into and become one fully paid and nonassessable share of MTI Survivor Common Stock, with the same rights, powers and privileges of the shares so converted. From and after the MTI Effective Time, all certificates representing Merger Sub M Stock shall be deemed for all purposes to represent the number of shares of MTI Survivor Stock into which they were converted in accordance with the immediately preceding sentence.

Section 3.5. Withholding Taxes. Each of Parent, the EVI Survivor, the MTI Survivor, and the Exchange Agent shall be entitled to deduct and withhold from the applicable Merger Consideration and any amounts otherwise payable pursuant to this Agreement such amounts as are required to be withheld and paid over to the applicable Governmental Authority under the Code or any applicable provision of state, local or foreign Tax Law. Amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 3.6. Adjustments. If during the period between the date of this Agreement and the EVI Effective Time or the MTI Effective Time there shall be any change in the number or classification of outstanding shares of EVI Common Stock or MTI Common Stock as the result of any reclassification, recapitalization, stock dividend, stock distribution, stock split, reverse stock split, combination, exchange or readjustment of shares, or similar transaction, the Merger Consideration shall be appropriately adjusted to reflect such change; provided, that nothing in this Section 3.6 shall be construed as permitting EVI or MTI to take any action otherwise prohibited or restricted by this Agreement.

Section 3.7. Payment for Shares.

(a) Prior to the Closing Date, Parent shall designate a bank or trust company to act as agent (the “Exchange Agent”) for the payment of the applicable Merger Consideration to the holders of certificates representing shares of EVI Common Stock (the “EVI Stock Certificates”), uncertificated shares of EVI Common Stock (the “EVI Book Entry Shares”), certificates representing shares of MTI Common Stock, the “MTI Stock Certificates”), and uncertificated shares of MTI Common Stock (the “MTI Book Entry Shares”). At the EVI Effective Time and the MTI Effective Time, as applicable, there shall be no further registration of transfers of shares of capital stock thereafter on the stock transfer records of EVI and MTI. From time to time after the EVI Effective Time and the MTI Effective Time, Parent shall make available to the Exchange Agent certificates of Parent Common Stock in amounts and at the times necessary for the payment of the EVI Merger Consideration and the MTI Merger Consideration pursuant to Section 3.1(a) and Section 3.3(a) (the “Exchange Fund”).

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(b) Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of EVI Common Stock at the EVI Effective Time and each holder of record of MTI Common Stock at the MTI Effective Time: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the EVI Stock Certificates or MTI Stock Certificates, as applicable, or transfer of the EVI Book Entry Shares or MTI Book Entry Shares, as applicable, to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the EVI Stock Certificates or MTI Stock Certificates, as applicable, or EVI Book Entry Shares or MTI Book Entry shares, as applicable, in exchange for the EVI Merger Consideration or the MTI Merger Consideration, as applicable. Upon surrender to the Exchange Agent of an EVI Stock Certificate or MTI Stock Certificate, as applicable, (or affidavit of loss and bond as provided in Section 3.7(e)) or EVI Book Entry Shares or MTI Book Entry Shares, as applicable, together with such letter of transmittal duly and validly completed and executed, and such other customary documents as may reasonably be requested by the Exchange Agent, the holder of such EVI Stock Certificate or MTI Stock Certificate, as applicable, or EVI Book Entry Shares or MTI Book Entry Shares, as applicable, shall be entitled to receive in exchange therefor the EVI Merger Consideration or MTI Merger Consideration, as applicable, such holder has the right to receive pursuant to Section 3.1(a) or Section 3.3(a). If payment of any portion of the EVI Merger Consideration or MTI Merger Consideration, as applicable, is to be made to a Person other than the Person in whose name the EVI Stock Certificate or MTI Stock Certificate, as applicable, or EVI Book Entry Share or MTI Book Entry Share, as applicable, surrendered is registered, as further conditions of payment (i) the EVI Stock Certificate or MTI Stock Certificate, as applicable, so surrendered shall be properly endorsed or otherwise in proper form for transfer and (ii) the Person requesting such issuance of EVI Merger Consideration or MTI Merger Consideration, as applicable, shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the EVI Stock Certificate or MTI Stock Certificate, as applicable, surrendered or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. From and after the EVI Effective Time or the MTI Effective Time, as applicable, and until surrendered in accordance with the provisions of this Section 3.7, each EVI Stock Certificate or MTI Stock Certificate, as applicable, and EVI Book Entry Share or MTI Book Entry Share, as applicable, shall represent for all purposes solely the right to receive (i) the EVI Merger Consideration or MTI Merger Consideration, as applicable, (without any interest thereon) in accordance with the terms hereof and (ii) any dividends or distributions to which such holder is entitled pursuant to Section 3.7(c) of this Agreement.

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(c)	All shares of Parent Common Stock to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the EVI Effective Time or the MTI Effective Time, as applicable, and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the EVI Effective Time or the MTI Effective Time, as applicable, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock shall be paid to the holder of any unsurrendered stock certificate or untransferred book entry shares until the holder of such certificate or book entry shares shall surrender such certificate or transfer such book entry shares in accordance with this Article III. Subject to the effect of applicable Laws, following surrender of any such certificate or transfer of book entry shares, there shall be paid to such holder of shares of Parent Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 and the amount of dividends or other distributions with a record date after the Effective Time that were paid prior to the time of such surrender or transfer with respect to such whole shares of Parent Common Stock, and (b) at the appropriate payment date after payment of the EVI Merger Consideration or MTI Merger Consideration, as applicable, the amount of dividends or other distributions with a record date at or after the EVI Effective Time or MTI Effective Time, as applicable, but prior to such surrender or transfer and a payment date subsequent to such surrender or transfer payable with respect to such shares of Parent Common Stock.
(d)	No certificates or scrip representing fractional shares of Parent Common Stock or Parent Book Entry Shares of the same shall be issued upon the surrender (or transfer for exchange) of (i) EVI Stock Certificates or EVI Book Entry Shares for EVI Merger Consideration or (ii) MTI Stock Certificates or MTI Book Entry Shares for MTI Merger Consideration, and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. Notwithstanding anything else in this Agreement, each holder of shares of (i) EVI Common Stock exchanged pursuant to the EVI Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all EVI Stock Certificates and EVI Book Entry Shares delivered or transferred by such holder) or (ii) MTI Common Stock exchanged pursuant to the MTI Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all MTI Stock Certificates and MTI Book Entry Shares delivered or transferred by such holder) shall receive, in lieu thereof, one whole share of Parent Common Stock.
(e)	If any EVI Stock Certificate or MTI Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such amount as Parent or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed certificate the EVI Merger Consideration or MTI Merger Consideration, as applicable, in respect of such certificate and any cash in lieu of fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 3.7(d) and any dividends or distributions with respect to shares of Parent Common Stock to which such holders are entitled pursuant to Section 3.7(c).

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Section 3.8. Existing Equity Awards.

(a)

By virtue of the EVI Merger and without any action on the part of the holders thereof, each (i) EVI Stock Option issued on or before September 11, 2020, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the EVI Effective Time shall, as of the EVI Effective Time, cease to represent a right to acquire shares of EVI Common Stock and shall be converted into an option (a “Parent Stock Option”) to acquire, on the same terms and conditions (including with respect to exercisability and the ability to pay the exercise price and satisfy applicable tax or other withholding obligations by reduction of the amount of shares otherwise deliverable) as were applicable to such EVI Stock Option immediately prior to the EVI Effective Time except the vesting of such EVI Stock Options shall be accelerated and (ii) EVI Stock Option issued on or after September 12, 2020, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the EVI Effective Time shall, as of the EVI Effective Time, cease to represent a right to acquire shares of EVI Common Stock and shall be converted into a Parent Stock Option to acquire, on the same terms and conditions (including with respect to vesting, exercisability and the ability to pay the exercise price and satisfy applicable tax or other withholding obligations by reduction of the amount of shares otherwise deliverable) as were applicable to such EVI Stock Option immediately prior to the EVI Effective Time, the number of shares of Parent Common Stock (rounded, if necessary, up to the nearest whole share) determined by multiplying the number of shares of EVI Common Stock subject to such EVI Stock Option as of immediately prior to the EVI Effective Time by the EVI Merger Consideration, at an exercise price per share of Parent Common Stock (rounded, if necessary, up to the nearest one-tenth of one cent) equal to the exercise price per share of EVI Common Stock under such EVI Stock Option divided by the EVI Merger Consideration; provided, however, that the adjustments provided in this Section 3.8 with respect to any EVI Stock Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Code and the respective regulations promulgated thereunder.

(b)

By virtue of the MTI Merger and without any action on the part of the holders thereof, each warrant issued by MTI listed on Schedule 3.8(b) attached hereto (an “MTI Warrant”), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the MTI Effective Time shall, as of the MTI Effective Time, cease to represent a right to acquire shares of MTI Common Stock and shall be converted into a warrant (a “Parent Warrant”) to acquire, on the same terms and conditions (including with respect to exercisability and the ability to pay the exercise price and satisfy applicable tax or other withholding obligations by reduction of the amount of shares otherwise deliverable) as were applicable to such MTI Warrant immediately prior to the MTI Effective Time, the number of shares of Parent Common Stock (rounded, if necessary, up to the nearest whole share) determined by multiplying the number of shares of MTI Common Stock subject to such MTI Warrant as of immediately prior to the MTI Effective Time by the MTI Merger Consideration, at an exercise price per share of Parent Common Stock (rounded, if necessary, up to the nearest one-tenth of one cent) equal to the exercise price per share of MTI Common Stock under such MTI Warrant divided by the MTI Merger Consideration.

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(c)	Prior to the EVI Effective Time, the EVI Board (or the appropriate committee thereof) and the Parent Board (or the appropriate committee thereof) shall take such action and adopt such resolutions as are required to effectuate the treatment of the EVI Stock Options pursuant to the terms of this Section 3.8, including that (i) the Parent Board (or the appropriate committee thereof) shall take all corporate action necessary or advisable to assume and continue the EVI Stock Options and convert them to Parent Stock Options as contemplated hereby; (ii) the Parent Board (or the appropriate committee thereof) shall take all corporate action necessary or advisable to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the exercise of the Parent Stock Options; and (iii) the EVI Board (or the appropriate committee thereof) shall take all corporate action necessary or advisable to ensure that after the EVI Effective Time, neither EVI nor any of its Subsidiaries will be required to deliver EVI Common Stock or any other securities to any Person upon the exercise of EVI Stock Options.
(d)	Prior to the MTI Effective Time, the MTI Board (or the appropriate committee thereof) and the Parent Board (or the appropriate committee thereof) shall take such action and adopt such resolutions as are required to effectuate the treatment of the MTI Warrants pursuant to the terms of this Section 3.8, including that (i) the Parent Board (or the appropriate committee thereof) shall take all corporate action necessary or advisable to assume and continue the MTI Warrants and convert them to Parent Warrants as contemplated hereby; (ii) the Parent Board (or the appropriate committee thereof) shall take all corporate action necessary or advisable to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the exercise of the Parent Warrants; and (iii) the MTI Board (or the appropriate committee thereof) shall take all corporate action necessary or advisable to ensure that after the MTI Effective Time, neither MTI nor any of its Subsidiaries will be required to deliver MTI Common Stock or any other securities to any Person upon the exercise of MTI Warrants.
(e)	As promptly as reasonably practicable following the EVI Effective Time, Parent shall file a Form S-8 registration statement with respect to the shares of Parent Common Stock available for grant and delivery under the Parent Stock Plan from and after the EVI Effective Time and shall use its reasonable best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such shares of Parent Common Stock are available for grant and delivery under the Parent Stock Plan.
(f)	The provisions of this Section 3.8 are intended to be for the benefit of, and will be enforceable by, any holder of EVI Stock Options, MTI Warrants or his or her heirs and his or her representatives.

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Section 3.9. Convertible Securities. MTI agrees to use its best efforts to cause all convertible notes and MTI Preferred Stock to be converted into shares of MTI Common Stock prior the MTI Effective Time. If the holders of such convertible securities do not voluntarily convert such securities, the Parties will jointly use their best efforts to ensure that the transactions contemplated by this Agreement are effectuated in such a manner as to ensure that all such convertible securities will be converted prior to or in connection with the consummation of the MTI Merger.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF EVI.

Except as (i) and to the extent disclosed in any EVI SEC Report publicly available at least two (2) Business Days prior to the date of this Agreement (but excluding any forward-looking disclosures set forth in any risk factor section, any disclosure in any section relating to forward- looking statements, any other disclosures included in any such form, report, schedule, statement or other document to the extent they are predictive or forward-looking in nature); provided that in no event shall any disclosure in any such SEC Report qualify or limit the representations and warranties of EVI set forth in Section 4.2 (Capitalization), Section 4.4 (Corporate Authorization), Section 4.21 (Brokers; Certain Expenses), Section 4.22 (Stockholder Approval Requirement), or Section 4.23 (State Takeover Statutes), or (ii) disclosed in the corresponding section of the EVI Disclosure Schedule provided in connection herewith (the “EVI Disclosure Schedule”), EVI represents and warrants to MTI as follows:

Section 4.1. Organization; Corporate Power; Corporate Records. EVI and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction and has all requisite corporate power and authority necessary to own, lease, and operate its properties and assets and to carry on its business as currently conducted, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority when taken together with all other such failures, is not, and would not reasonably be expected to be, individually or in the aggregate, material. EVI and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so qualified, licensed, or in good standing when taken together with all other such failures, is not, and would not reasonably be expected to be, individually or in the aggregate, material. EVI has heretofore made available to MTI a correct and complete copy of EVI Organizational Documents and each as so delivered is in full force and effect. EVI has made available to MTI on or prior to the date of this Agreement complete and correct copies of the Organizational Documents, each as amended to the date of this Agreement, of each of its Subsidiaries, and each as so delivered is in full force and effect. Neither EVI nor any of its Subsidiaries is in violation of any provision of its respective Organizational Documents. The minute books of EVI contain true, complete and accurate records in all material respects of all meetings and consents in lieu of meetings of the EVI Board and any committees thereof (or Persons performing similar functions), since the time of its incorporation in each case at which any material action was taken. The stock ledgers of EVI are true, complete and accurate in all material respects.

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Section 4.2. Capitalization.

(a) The authorized capital stock of EVI consists of 100,000,000 shares of EVI Common Stock, par value $.0001 per share. At the close of business on the Business Day immediately preceding the date of this Agreement:

(1)	62,227,949 shares of EVI Common Stock were issued and outstanding;
(2)	0 shares of EVI Common Stock were held in EVI’s treasury;
(3)	11,500,000 shares of EVI Common Stock were reserved for issuance pursuant to outstanding employee stock options and granted under the EVI Stock Plan; and
(4)	0 shares of EVI Common Stock were subject to outstanding EVI restricted stock units.

(b)

Section 4.2(b) of the EVI Disclosure Schedule sets forth, as of the day immediately prior to the date hereof, a schedule of (i) all holders of options under the EVI Stock Plan, including the date of grant, the expiration date, the number of shares, the price per share at which the option may be exercised, an indication of whether or not such stock option is intended to qualify as an “incentive stock option” under the Code, the vesting schedule, and the EVI Stock Plan under which issued, including specification of the effect, if any, on such options of the Merger and the other transactions contemplated by this Agreement, and (ii) all holders of restricted stock units, the date of grant, the number owned by each holder, the vesting schedule and the EVI Stock Plan under which issued, including specification of the effect, if any, on such restricted stock units of the Merger and the other transactions contemplated by this Agreement.

(c)

All of the shares of EVI Common Stock outstanding are, and all shares that have been and may be issued pursuant to the EVI Stock Plan will be when issued in accordance with the terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. All stock options, restricted stock units, or other stock rights granted under the EVI Stock Plan were properly approved by the EVI Board or an authorized committee thereof and granted in accordance with applicable Law and the terms of the EVI Stock Plan pursuant to which they were issued. With respect to stock options granted under the EVI Stock Plan, (i) each option that is intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of an option was duly authorized by all necessary corporate action, including, as applicable, approval by the EVI Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the EVI Stock Plan and all other applicable Laws and regulatory rules or requirements, (iv) the per share exercise price of each option was no less than the fair market value (within the meaning of Section 422 of the Code, in the case of each option intended to qualify as an “incentive stock option,” and within the meaning of Section 409A of the Code, in the case of each other option granted to holders of options who are subject to U.S. Taxes) of a share of Stock on the applicable grant date, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of EVI.

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(d) Except as set forth in Section 4.2(a), Section 4.2(b) and Section 4.2(c) hereof and in Sections 4.2(b) and 4.2(d) of the EVI Disclosure Schedule, there are, on the date hereof, no outstanding shares of capital stock of, or other equity or voting interest in, EVI, and no outstanding (i) securities of EVI convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in EVI, (ii) options, warrants, rights or other agreements or commitments to acquire from EVI, or obligations of EVI to issue, any capital stock, voting securities or other equity ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other equity ownership interests in) EVI, (iii) obligations of EVI to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in EVI, or (iv) obligations (excluding Taxes and other fees) by EVI or any of its Subsidiaries to make any payments based on the market price or value of EVI Common Stock. As of the date of this Agreement, neither EVI nor any of its Subsidiaries has outstanding obligations to purchase, redeem or otherwise acquire any EVI securities described in clauses (i), (ii) and (iii) hereof.

Section 4.3. Subsidiaries.

(a)

Section 4.3(a) of the EVI Disclosure Schedule sets forth a complete and correct list of each Subsidiary of EVI, its place and form of organization, its address and each jurisdiction in which it is authorized to conduct or actually conducts business. Each Subsidiary of EVI is a corporation, partnership, limited liability company, or other business entity duly incorporated or organized (as applicable), validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers required to carry on its business as currently conducted. Each such Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to be so qualified, individually or in the aggregate, has not had and could not reasonably be expected to have an EVI Material Adverse Effect.

(b)

All the outstanding shares of capital stock of, or other equity or voting interests in each such Subsidiary are owned by EVI or by one or more wholly-owned Subsidiaries of EVI, free and clear of all pledges, claims, Liens, charges, options, security interests or other encumbrances of any kind, except for transfer restrictions imposed by applicable securities Laws, and are duly authorized, validly issued, fully paid and nonassessable. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, EVI does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

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Section 4.4. Corporate Authorization.

(a)

EVI has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the EVI Stockholder Approval, to consummate the EVI Merger and the other transactions contemplated hereby and to perform its obligations hereunder. The execution, delivery and performance by EVI of this Agreement, and the consummation by EVI of the EVI Merger and the other transactions contemplated hereby, have been duly and validly authorized by the EVI Board and, except for obtaining the EVI Stockholder Approval, no other corporate proceedings on the part of EVI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by EVI and, assuming this Agreement constitutes the legal, valid and binding agreement of MTI, the Parent, Merger Sub E, and Merger Sub M constitutes a legal, valid and binding agreement of EVI, enforceable against EVI in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

(b)

The EVI Board (at a meeting or meetings duly called and held, at which all directors of EVI were present or participated and voted or by written consent) has unanimously adopted resolutions (i) declaring that this Agreement, the EVI Merger, and the other transactions contemplated hereby are advisable and in the best interests of EVI’s stockholders, (ii) approving and declaring advisable this Agreement, the EVI Merger and the other transactions contemplated by this Agreement, (iii) declaring that the EVI Merger Consideration to be paid to EVI’s stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of EVI (the “EVI Board Recommendation”) and (v) directing that the adoption of this Agreement, the EVI Merger and the other transactions contemplated hereby be submitted to a vote of EVI’s stockholders at the EVI Stockholder Meeting, and, as of the date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Section 4.5. Non-Contravention; Filings and Consents.

(a) The execution, delivery, and performance by EVI of this Agreement or the consummation by EVI of the Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(1)	contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of EVI or any of its Subsidiaries;
(2)	assuming compliance with the matters referred to in Section 4.5 of the EVI Disclosure Schedule and that the EVI Stockholder Approval is obtained, contravene, conflict with or result in any material violation or breach of any provision of any applicable Law or Order;
(3)	require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any EVI Material Contract; or
(4)	result in the creation or imposition of any material Lien on any asset of EVI or any of its Subsidiaries.

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(b) The execution, delivery and performance of this Agreement by EVI and the consummation of the transactions contemplated hereby by EVI do not and will not require any material consent, approval, authorization or Permit of, action by, filing with or notification to, any Governmental Authority, other than (i) the filing of the EVI Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which EVI is qualified to do business, and (ii) the filing with the SEC of such reports under, and such other compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other applicable U.S. state or federal or foreign securities Laws,.

Section 4.6. SEC Filings; Sarbanes-Oxley Act; Listing Requirements.

(a)	Since June 30, 2021, EVI has timely filed all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC, each of which when filed, and if applicable, as finally supplemented, modified or amended, complied as of its respective filing date with the then applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”) (such documents, together with all information incorporated therein by reference, the “EVI SEC Reports”). None of the EVI SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time 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 light of the circumstances under which they were made, not misleading. To the extent not available on the SEC website, EVI has made available to MTI complete and correct copies of the EVI SEC Reports. EVI will file prior to the EVI Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to such time. No Subsidiary of EVI is required to file or furnish any forms, reports, statements, schedules or other documents with or to the SEC.
(b)	EVI has provided to MTI copies of all comment letters received by EVI from the SEC since May 1, 2019. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by EVI from the SEC; and (ii) none of the EVI SEC Reports is subject to ongoing SEC review.
(c)	No executive officer of EVI has failed in any respect to make the certifications required of such officer required by Rule 13a-14 or 15d-14 under the Exchange Act and under Section 302 or 906 of the Sarbanes-Oxley Act with respect to the EVI SEC Reports. Each such certification when filed was true and accurate and complied with the applicable requirements of the Sarbanes-Oxley Act.

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Section 4.7. Financial Statements; Internal Controls.

(a) The audited and unaudited consolidated financial statements (including the related notes thereto) of EVI included or incorporated by reference in the EVI SEC Reports (“EVI Financial Statements”):

(1)	fairly present the consolidated financial position of EVI and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (except as may be set forth therein or in the notes thereto); and
(2)	were prepared in accordance with GAAP throughout the periods involved (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein including the notes thereto). All of EVI’s Subsidiaries are consolidated for accounting purposes.

(b)

EVI’s system of “internal controls over financial reporting” (as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act) is designed and maintained to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and directors of EVI, and (iii) that any unauthorized use, acquisition or disposition of EVI’s assets that would materially affect EVI’s financial statements would be detected in a timely manner or prevented. Since June 30, 2021, EVI has not disclosed to EVI’s auditors or the audit committee of the EVI Board and to EVI’s Knowledge there are not any “significant deficiencies” or “material weaknesses” in the design or operation of EVI’s internal control over financial reporting that are reasonably likely to adversely affect in any material respect EVI’s ability to record, process, summarize and report financial information. To EVI’s Knowledge, since inception, there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in EVI’s internal controls over financial reporting. Neither EVI nor any of the Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” that would be required to be disclosed under Item 303(a) of Regulation S-K promulgated by the SEC.

(c)

EVI maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act that are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by EVI in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to EVI’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of EVI required under the Exchange Act with respect to such reports. Neither EVI nor any of its Subsidiaries has outstanding, or has arranged any outstanding, any “extension of credit” to directors or executive officers within the meaning of Section 402 of the Sarbanes-Oxley Act.

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(d)

Since June 30, 2021, EVI and its officers and directors have been in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

(e)

Except as set forth on Section 4.7(e) of the EVI Disclosure Schedule, there is no liability, debt, or legally binding commitment or obligation of any nature whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable or otherwise (any such liability, debt or legally binding commitment or obligation, a “Liability”), against EVI or any of its Subsidiaries, and whether or not required to be disclosed, or any other fact or circumstance that would reasonably be likely to result in any claims against, or any obligations or Liabilities of, EVI or any of its Subsidiaries, except for Liabilities and obligations (a) reflected or reserved for on the EVI Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the EVI Financial Statements in the ordinary course of the operation of business of EVI and its Subsidiaries, or (c) under any EVI Material Contract set forth on Section 4.17 of the EVI Disclosure Schedule or any Contract not required to be disclosed in the EVI Disclosure Schedule (other than any such liability, debt or obligation resulting from a breach or a default thereunder).

Section 4.8. Absence of Certain Changes. Except as set forth in Section 4.8 of the EVI Disclosure Schedule, since September 30, 2021 through the date of this Agreement, (a) there has not been an EVI Material Adverse Effect, (b) EVI and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, except for actions taken in respect of this Agreement, and (c) neither EVI nor any of its Subsidiaries has taken any action that, if taken after the date hereof without the consent of Parent, would constitute a breach of Section 7.1(a)(2), Section 7.1(a)(3), Section 7.1(a)(10), Section 7.1(a)(11), Section 7.1(a)(12), Section 7.1(a)(13) or Section 7.1(a)(15) of Section 7.1(a).

Section 4.9. Employee Benefit Plans.

(a) Section 4.9(a) of the EVI Disclosure Schedule lists each “employee benefit plan” or agreement as defined in Section 3 of ERISA and any other employee plan or agreement sponsored or maintained by EVI or by any ERISA Affiliate, including any bonus or other incentive compensation plans, equity or equity-based compensation plans, pension or deferred compensation arrangements, severance plans, medical insurance, and life insurance plans or programs (each, an “EVI Employee Plan” and, as applicable, each an “EVI International Employee Plan”). Except as required by applicable Law or the terms of an Employee Plan, neither EVI nor any of its Subsidiaries has any plan or commitment to establish any new material EVI Employee Plan or to amend in any material respect an existing EVI Employee Plan. With respect to each EVI Employee Plan, to the extent applicable, EVI has made available to MTI complete and accurate copies of:

(1)	for the three (3) most recent years, the annual report on Form 5500 required to have been filed with the DOL for each EVI Employee Plan, including all schedules thereto, audited financial statements, and actuarial valuation reports;
(2)	the most recent determination letter, if any, from the IRS for any EVI Employee Plan that is intended to qualify under Section 401(a) of the Code;

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(3)	the plan documents and summary plan descriptions, if any, including any amendments or statements of material modifications thereto, or a written description of the terms of any EVI Employee Plan that is not in writing and all other written communications (or a description of all oral communications) by EVI or any of its Subsidiaries to their respective employees concerning the extent of the benefit provided under a EVI Employee Plan;
(4)	any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements;
(5)	any correspondence during the past three (3) years to or from the IRS or any office or representative of the DOL, the Pension Benefit Guaranty Corporation, the SEC or any other Governmental Authority relating to any compliance issues in respect of any such EVI Employee Plan;
(6)	with respect to each EVI International Employee Plan, to the extent applicable, EVI has made available to MTI complete and accurate copies of:

(i)	for the three (3) most recent years, the annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan, if any, including all schedules thereto, audited financial statements, and actuarial valuation reports, and
(ii)	any document comparable to the determination letter referenced under clause (2) above issued by a Governmental Authority, if any; and

(7) all other EVI Material Contracts directly relating to each EVI Employee Plan, including administrative service agreements.

(b) with respect to each EVI International Employee Plan, to the extent applicable, EVI has made available to MTI complete and accurate copies of:

(1)	the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan, if any, and
(2)	any document comparable to the determination letter referenced under clause (a)(ii) above issued by a Governmental Authority, if any.

(c) Each EVI Employee Plan has been administered and operated in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code, and, there is no existing circumstance that is reasonably expected to cause any failure of such compliance. Each EVI Employee Plan that is intended to be “qualified” under Section 401 of the Code is the subject of an unrevoked favorable determination letter from the IRS and there is no existing circumstance, and nothing has occurred since the date thereof that could reasonably be expected to adversely affect the qualified status of any such EVI Employee Plan. Each EVI Employee Plan required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial tax or other status) has been so approved or timely submitted for approval, no such approval has been revoked (nor has revocation been threatened), and no event has occurred since the date of the most recent approval or application therefor that will affect any such approval or increase the costs relating thereto. All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for.

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(d)	There are no lawsuits, actions, proceedings or claims pending or threatened on behalf of or against any EVI Employee Plan, the assets of any trust under any EVI Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any EVI Employee Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. All reports, returns, and similar documents with respect to all EVI Employee Plans required to be filed with any Governmental Authority or distributed to any Employee Plan participant have been duly and timely filed or distributed. Neither EVI nor any of its Subsidiaries has received notice of, and there are no pending investigations by any Governmental Authority with respect to, any EVI Employee Plans.
(e)	Neither EVI, nor any of its Subsidiaries, nor any of their employees or agents has, with respect to any EVI Employee Plan, engaged in or been a party to any non- exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA (93 P.L. 406), which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA (29 U.S.C. § 1132(i)) or a tax imposed by Section 4975 of the Code. Neither EVI, nor any of its Subsidiaries nor any of their employees nor any trustee, administrator or other fiduciary of such Employee Plan (or any related trust) or any agent of any of the foregoing has engaged in any transaction or acted in a manner that could, or has failed to act so as to, subject EVI, any of its Subsidiaries or any such employees or any such trustee, administrator or other fiduciary to any Liability for breach of fiduciary duty under ERISA or any other applicable Law.
(f)	With respect to each EVI Employee Plan that is an employee welfare benefit plan, whether or not subject to ERISA, there are no understandings, agreements or undertakings, written or oral, that would prevent any such plan (including any such plan covering retirees or other former employees) from being amended or terminated without Liability to EVI or any of its Subsidiaries at or at any time after the Closing. No EVI Employee Plan provides benefits after termination of employment except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries) or as required by Section 4980B(f) of the Code or any similar state statute or foreign Law. EVI and its Subsidiaries have complied in all respects with the applicable requirements of Section 4980B of the Code and any similar state statute or foreign Law with respect to each EVI Employee Plan that is a “group health plan” (as defined in Section 5000(b)(1) of the Code or any similar state statute or foreign Law).
(g)	Each EVI Employee Plan that is subject to Section 409A of the Code has been operated and administered in compliance with Section 409A of the Code. There is no Contract, agreement, plan or arrangement to which EVI or any of its Subsidiaries is a party or by which it is bound to compensate any current or former employee or other disqualified individual for excise Taxes which may be required pursuant to Section 4999 of the Code or any Taxes required by Section 409A of the Code.

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(h)

Neither EVI nor any ERISA Affiliate has ever sponsored, maintained, contributed to or been obligated to sponsor, maintain or contribute to, or has any actual or contingent Liability under, any defined benefit plan (as defined in Section 3(35) of ERISA) or any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA), or that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, and neither EVI nor any ERISA Affiliate could incur any Liability under Title IV of ERISA. No event has occurred, and no condition exists, that has subjected, or would reasonably be expected to subject, EVI or any ERISA Affiliate to any material tax, fine, Lien, penalty or other Liability imposed by ERISA, the Code or any other applicable Law, either directly or by reason of EVI’s affiliation with any ERISA Affiliate.

(i)

The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement (either alone or in conjunction with any other event) will not:

(1)	result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee, consultant or independent contractor of EVI or any of its Subsidiaries, or cause or create any right to the forgiveness of Indebtedness owed by any employee to EVI or any of its Subsidiaries;
(2)	increase the amount of, or accelerate the time of payment of, any benefit or compensation payable under any EVI Employee Plan or other employment arrangement, or result in the payment of any amount that would not be deductible by reason of Section 280G of the Code; or
(3)	result in any violation or breach of or default under or limit the ability of EVI or any of its Subsidiaries to amend, modify or terminate any benefit plan or other employee benefit agreement.

(j) Each EVI International Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all Applicable Laws and is in good standing with applicable regulatory authorities, and if intended to qualify for special tax treatment, meets all the requirements for such treatment, and each EVI International Employee Plan required to be funded, book reserved or secured by an insurance policy is fully funded, book reserved or secured by an insurance policy, based on reasonable actuarial assumptions in accordance with applicable accounting principles.

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Section 4.10. Labor and Employment Matters.

(a)	Section 4.10(a)(1) of the EVI Disclosure Schedule contains a complete and accurate list of the following information, as applicable, for each current employee of EVI and its Subsidiaries, including each employee on leave of absence or other non-active status (collectively, “EVI Business Employees”): name, employing entity, workplace location, job title, date of hire, service reference date (if different from date of hire), exempt or non-exempt classification under the Fair Labor Standards Act, active or non-active status (and the reason for such non-active status and expected return date), work visa status, current base salary or wage rate, prior year base salary or wage rate, current incentive compensation target, prior year incentive compensation target, prior year incentive compensation earned, current commission rate and commissions earned year to date, prior year commission rate and prior year commissions earned, accrued but unused paid time off, and accrued deferred compensation. Section 4.10(a)(2) of the EVI Disclosure Schedule contains a complete and accurate list of all Persons who perform services for EVI and its Subsidiaries (A) under a leasing, contract worker, or similar arrangement with a third-party employer, or (B) as an independent contractor (excluding accounting, tax, legal, and similar service providers), along with, for each Person described in clauses (A) and (B), such Person’s current compensation or fee, date of engagement, workplace location, and the nature of the services they perform in respect of EVI and its Subsidiaries.
(b)	No employee or independent contractor performing services for EVI or any of its Subsidiaries is bound by any contract that purports to limit the ability of such Person to engage in any activity, services, duties, or practice on behalf of EVI or any of its Subsidiaries. No EVI Business Employee holding a management or executive position has notified EVI or any of its Subsidiaries of an intention to resign, retire or otherwise terminate his or her employment prior to the Closing or in connection with the transactions contemplated hereby nor, to the Knowledge of EVI, does any such EVI Business Employee have an intention to do so.
(c)	No current or former employees of EVI or any of its Subsidiaries are or have been represented by a union or similar employee organization with respect to such employment. Neither EVI nor any of its Subsidiaries is a party to, bound by or subject to, or is currently negotiating in connection with entering into, any collective- bargaining agreement or understanding with a labor union or organization. There is not now and there never has been any activity or proceeding by a labor union or representative thereof to organize any employees of EVI or any of its Subsidiaries. During the last two years, there have not been any strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees. There is no charge or complaint pending or, to the Knowledge of EVI, threatened before the National Labor Relations Board or other Governmental Authority relating to any unfair labor practice in respect of any employees of EVI or any of its Subsidiaries, nor is EVI or any of its Subsidiaries subject to any existing order, judgment, or decision regarding an unfair labor practice claim.
(d)	EVI and each of its Subsidiaries has complied in all material respects with all applicable Laws concerning labor and employment and the terms of each applicable employment or services agreement in respect of all of their respective current and former employees and independent contractors, including without limitation such Laws relating to wages, hours, discrimination in employment, whistleblower protections, retaliation, worker classification, workplace safety and health, immigration, employee data privacy and security, tax withholding and reporting, workers’ compensation, unemployment insurance and employment termination. Except as described in Section 4.10(d) of the EVI Disclosure Schedule, within the past 12 months, neither EVI nor any of its Subsidiaries (i) has received notice of any actual or alleged violation of any such Law or breach of any such agreement, and, to the Knowledge of EVI, there are no grounds therefor, or (ii) has received notice of an audit or investigation by any Governmental Authority relating to any employment- related matter.

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(e)	Since June 30, 2021, there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1998 (the “WARN Act”) in respect of EVI or any of its Subsidiaries and neither EVI nor any of its Subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local, or foreign law or regulation which is similar to the WARN Act, nor has EVI or any of its Subsidiaries announced any such action or program for the future, including in connection with COVID-19 or any COVID-19 Measure.
(f)	Neither EVI nor any of its Subsidiaries is delinquent in payments to any EVI Business Employee or other individual who has performed services for EVI or any of its Subsidiaries for wages, salaries, commissions, bonuses, fees or other compensation for any services performed.
(g)	Neither EVI nor any of its Subsidiaries has any material Liability with respect to any misclassification of any Person as an independent contractor, temporary employee, leased employee or any other servant or agent compensated other than through reportable wages (as an employee) paid by EVI or any of its Subsidiaries (each, a “EVI Contingent Worker”) and no EVI Contingent Worker has been improperly excluded from any EVI Employee Plan.
(h)	EVI and its Subsidiaries have taken reasonable steps to protect employees and independent contractors in the workplace with respect to COVID-19 and have not otherwise experienced any material employment-related Liability with respect to COVID-19.

Section 4.11. Litigation. Except as set forth in Section 4.11 of the EVI Disclosure Schedule, there is no complaint, claim, action, suit, litigation, proceeding or governmental or administrative investigation pending or, to the Knowledge of EVI, threatened against or affecting EVI or any of its Subsidiaries, including in respect of the transactions contemplated hereby that, individually or in the aggregate, would reasonably be expected to have an EVI Material Adverse Effect. Neither EVI nor any of its Subsidiaries is subject to any outstanding Order (i) that prohibits EVI or any of its Subsidiaries from conducting its business as now conducted or proposed to be conducted or (ii) that would, individually or in the aggregate, reasonably be expected to have, an EVI Material Adverse Effect.

Section 4.12. Tax Matters.

(a) EVI and each of its Subsidiaries have timely filed all Tax Returns required to have been filed by or with respect to EVI and each of its Subsidiaries, and all such Tax Returns are true, correct and complete. EVI has made available to Parent all correct and complete copies of all income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by EVI for all periods beginning with the fiscal year ended December 31, 2020, and all other material Tax Returns for which the applicable statute of limitations has not yet expired. EVI and each of its Subsidiaries have timely paid all Taxes attributable to EVI or any of its Subsidiaries that were due and payable by them as shown on such Tax Returns, except with respect to matters contested in good faith and which have been adequately reserved against in accordance with GAAP.

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(b)	There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the assessment of, any Taxes of EVI or any of its Subsidiaries, and no request for any such waiver or extension is pending or requested. Neither EVI nor any of its Subsidiaries has filed any extension of time within which to file any Tax Returns in respect of any fiscal year that have not since been filed.
(c)	There are no audits, examinations, disputes or other proceedings with respect to Taxes of EVI or any of its Subsidiaries, and no such audit, examination, dispute or other proceeding is pending or threatened by a Governmental Authority. Neither EVI nor any of its Subsidiaries has received any claim from any Governmental Authority in a jurisdiction where it does not file Tax Returns that EVI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. No deficiency or claim for Taxes against EVI or any of its Subsidiaries has been claimed, proposed or assessed by any Governmental Authority with respect to EVI, nor, to the Knowledge of EVI, has such a claim or deficiency been threatened against EVI or any of its Subsidiaries for any alleged deficiency in Taxes of EVI or any of its Subsidiaries. All deficiencies for Taxes asserted or assessed against EVI and its Subsidiaries have been fully and timely paid, settled or properly reserved for and reflected on the EVI Financial Statements.
(d)	There are no Liens with respect to Taxes on the assets or business of EVI or any of its Subsidiaries other than Permitted Liens.
(e)	Neither EVI nor any of its Subsidiaries (1) is now, nor ever has been, a party to any agreement or arrangement relating to the sharing, allocation or indemnification of Taxes or net operating losses, Tax credits or other Tax benefits, and (2) has any Liability for Taxes of any Person under Treasury Regulations § 1.1502–6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither EVI nor any of its Subsidiaries has ever been a member of a group filing consolidated Tax Returns for United States federal income Tax purposes.
(f)	EVI and each of its Subsidiaries has duly and timely withheld any amounts owed with respect to employees, independent contractors, creditors, stockholders, foreign corporations, nonresident aliens, foreign corporations, third parties, and United States real property interests, and has duly and timely paid proper and accurate amounts to the appropriate Governmental Authority for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign Laws (including, without limitation, income, social security, and employment Tax withholding for all types of compensation).
(g)	Neither EVI nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement (or will constitute such a corporation in the two (2) years prior to the Closing Date) or (ii) in a distribution that otherwise constitutes part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the EVI Merger.

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(h)	Neither EVI nor any of its Subsidiaries is aware of the existence of any fact or circumstance, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede the EVI Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
(i)	Neither EVI nor any of its Subsidiaries has participated, or is currently participating, in a “listed transaction” as defined in Treasury Regulations § 1.6011–4(b)(2) (or any similar provision of state, local or foreign Law).
(j)	Neither EVI nor any of its Subsidiaries has entered into a closing agreement under Section 7121 of the Code or any similar provision of state, local or foreign Laws, or is subject to any binding determination of the IRS or any comparable ruling of any Governmental Authority.
(k)	There is no contract, plan or arrangement covering any Person that would give rise to the payment of any amount that would not be deductible by reason of Section 162(m) of the Code.
(l)	Neither EVI nor any of its Subsidiaries has participated, within the meaning of Treasury Regulations § 1.6011–4(c), in any “reportable transaction” within the meaning of Section 6011 of the Code. EVI has disclosed on its Tax Returns all positions taken therein that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code (or any similar provision of state, local or foreign Laws).
(m)	Neither EVI nor any of its Subsidiaries has been a “United States real property holding corporation” (within the meaning of Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither EVI nor any of its Subsidiaries is a “foreign person” within the meaning of Section 1445(f) of the Code.
(n)	None of EVI nor any of its Subsidiaries is required to include any item of income in, or exclude any item of deduction or loss from, taxable income for any taxable period ending after the Closing Date as a result of any (i) change in accounting method under Section 481(a) of the Code (or any predecessor provision or any similar provision of state, provincial, local or foreign Tax Law) for a taxable period ending on or before the Closing Date, (ii) prepaid amount received on or prior to the Closing Date, (iii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, provincial, local or foreign Tax Law) executed on or prior to the Closing Date, or (iv) installment sale or open transaction made on or prior to the Closing Date.
(o)	Neither EVI nor any of its Subsidiaries has extended, deferred or delayed the payment of any Taxes under the CARES Act or otherwise as a result of COVID-19.

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Section 4.13. Compliance with Laws; Permits.

(a)

Neither EVI nor any of its Subsidiaries is or has been since July 1, 2020, in conflict with, in default or, with notice, lapse of time or both, would be in default, with respect to or in violation in any material respect of any (i) statutes, laws, ordinances, rules, regulations or requirements of a Governmental Authority, including any COVID-19 Measure (each, a “Law”) or (ii) orders, judgments, writs, decrees or injunctions issued by any court, agency or other Governmental Authority (each, an “Order”) applicable to EVI or any of its Subsidiaries or by which any property or asset of EVI or any of its Subsidiaries is bound or affected, including any COVID-19 Measure.

(b)

Neither EVI nor any of its Subsidiaries has received any written notice since July 1, 2020:

(1)	of any default or violation as described in clause Section 4.13(a) above;
(2)	of any administrative, civil or criminal investigation or audit by any Governmental Authority relating to EVI or any of its Subsidiaries; or
(3)	from any Governmental Authority alleging that EVI or any of its Subsidiaries are not in compliance with any applicable Law or Order.

(c) EVI and each of its Subsidiaries have all material permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (“Permits”) and such Permits are valid and in full force and effect. EVI and each of its Subsidiaries are in compliance in all material respects with the terms of such Permits and, as of the date of this Agreement, neither EVI nor any of its Subsidiaries has received written notice from any Governmental Authority threatening to revoke, or indicating that it is investigating whether to revoke, any such Permit.

Section 4.14. Environmental Matters.

(a) Except as set forth in Section 4.14(a) of the EVI Disclosure Schedule:

(1)	each of EVI and its Subsidiaries is and has been in compliance in all material respects with all applicable Environmental Laws;
(2)	there is no Action relating to or arising under Environmental Laws that is pending or, to the Knowledge of EVI, threatened against or affecting EVI or any of its Subsidiaries;
(3)	neither EVI nor its Subsidiaries has received since July 1, 2020, any notice of or entered into or assumed, by contract or operation of Law or otherwise, any obligation, Liability, Order or settlement relating to or arising under Environmental Laws;
(4)	no facts, circumstances or conditions exist that would reasonably be expected to result in EVI and its Subsidiaries incurring any material Environmental Liabilities; and
(5)	there have been no material Releases of Hazardous Materials on properties since they were owned, operated or leased by EVI or any of its Subsidiaries (or previously).

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(b) Except as set forth in Section 4.14(b) of the EVI Disclosure Schedule:

(1)	EVI and each of its Subsidiaries has obtained and currently maintains all material necessary Environmental Permits;
(2)	there is no investigation, nor any Action pending or threatened against or affecting EVI or any of its Subsidiaries or any real property owned, operated or leased by EVI or any of its Subsidiaries to revoke such Environmental Permits.
(3)	neither EVI nor any of its Subsidiaries has received any written notice from any Person to the effect that there is lacking any Environmental Permit required under Environmental Law for the current use or operation of any property owned, operated or leased by EVI or any of its Subsidiaries; and
(4)	neither the execution and delivery of this Agreement by EVI, nor the consummation by EVI of the transactions contemplated hereby, nor compliance by EVI with any of the provisions hereof, will result in the termination or revocation of, or a right of termination or cancellation under, any Environmental Permit.

(c) Except as set forth in Section 4.14(c) of the EVI Disclosure Schedule, neither EVI Owned Real Property, EVI Leased Real Property, nor any products of EVI or of any of its current or prior Subsidiaries or of any of their respective predecessors, have contained or currently contain any asbestos or asbestos-containing materials, polychlorinated biphenyls, silica or any other substance listed in the Stockholm Convention on Persistent Organic Pollutants.

Section 4.15. Intellectual Property.

(a) EVI and each of its Subsidiaries owns, or is licensed or otherwise has the right to use (in each case, without payments to third parties and free and clear of any Liens), all Intellectual Property necessary for or material to the conduct of its business as currently conducted and such rights are not subject to termination by any third party. Section 4.15(a) of the EVI Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to EVI or any of its Subsidiaries as of the date of this Agreement. All issued patents, patent applications, registered trademarks, trade names and service marks and, in each case, applications therefor, registered copyrights and applications therefor and domain names and applications therefor owned by EVI or any of its Subsidiaries have been duly registered and/or filed, as applicable, with or issued by each applicable Governmental Authority in each applicable jurisdiction, all necessary affidavits of continuing use have been filed, and all necessary maintenance fees that are due have been paid to continue all such rights in effect. EVI has made available to Parent complete and correct copies of, and Section 4.15(a) of the EVI Disclosure Schedule sets forth as of the date hereof a true and complete list of, all license agreements relating to Intellectual Property to or by which EVI or any of its Subsidiaries is a party or bound, except for off the shelf software licenses and agreements entered into in the ordinary course of business.

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(b)	Neither EVI nor any of its Subsidiaries or any of its or their products or services has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property rights of any Person. There is no suit, claim, action, investigation or proceeding pending or, to the Knowledge of EVI, threatened with respect to, and neither EVI nor any of its Subsidiaries has been notified in writing of, any possible infringement or other violation by EVI or any of its Subsidiaries or any of its or their products or services of the Intellectual Property rights of any Person and, to the Knowledge of EVI, there is no valid basis for any such claim. There is no investigation pending or, to the Knowledge of EVI, threatened with respect to any possible infringement or other violation by EVI or any of its Subsidiaries or any of its or their products or services of the Intellectual Property rights of any Person.
(c)	To the Knowledge of EVI, no Person nor any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of EVI or any of its Subsidiaries.
(d)	The execution and delivery of this Agreement, the consummation of the EVI Merger and the other transactions contemplated by this Agreement and the compliance with the provisions of this Agreement do not and will not conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to any right, license or encumbrance relating to, any Intellectual Property owned or used by EVI or any of its Subsidiaries or with respect to which EVI or any of its Subsidiaries now has or has had any agreement with any third party, or any right of termination, cancellation or acceleration of any Intellectual Property right or obligation set forth in any agreement to or by which EVI or any of its Subsidiaries is a party or bound, or the loss or encumbrance of any Intellectual Property or material benefit related thereto, or result in the creation of any Lien in or upon any Intellectual Property or right.
(e)	EVI and its Subsidiaries have taken reasonable measures to maintain the confidentiality of their Intellectual Property and every Person employed by EVI or any of its Subsidiaries, including agents, consultants, and independent contractors, who has or had access to confidential or proprietary information has entered into a confidentiality and nondisclosure agreement with EVI or the respective Subsidiary. EVI has provided MTI with copies of all forms of confidentiality and nondisclosure agreement used by EVI and each of its Subsidiaries.
(f)	Each of the former or current members of management or key personnel of EVI or any of its Subsidiaries, including all former and current employees, agents, consultants and independent contractors who have contributed to or participated in the conception and development of Intellectual Property owned, intended to be owned or used by EVI or any of its Subsidiaries, have assigned or otherwise transferred to EVI or any of its Subsidiaries all ownership and other rights of any nature whatsoever (to the extent permitted by Law) of such Person in any Intellectual Property owned, intended to be owned or used by EVI or any of its Subsidiaries. None of the former or current members of management or key personnel of EVI or any of its Subsidiaries, including all former and current employees, agents, consultants and independent contractors who have contributed to or participated in the conception and development of Intellectual Property owned, intended to be owned or used by EVI or any of its Subsidiaries, has a valid claim against EVI or any of its Subsidiaries in connection with the involvement of such Persons in the conception and development of any Intellectual Property owned, intended to be owned or used by EVI or any of its Subsidiaries, and no such claim has been asserted or, to the Knowledge of EVI, threatened. To the Knowledge of EVI, none of the current employees of EVI or any of its Subsidiaries has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by EVI or any of its Subsidiaries in furtherance of their business as currently conducted, which patents or applications have not been assigned to EVI or any of its Subsidiaries.

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Section 4.16. Real Property.

(a)

EVI and each of its Subsidiaries has good, marketable, and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of the real property and tangible assets used in the conduct of its business and all such property and assets, other than real property and assets in which EVI or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens.

(b)

Section 4.16(b) of the EVI Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property currently owned by EVI or any of its Subsidiaries (each an “EVI Owned Real Property”) and leased by EVI or any of its Subsidiaries, including the terms of each lease (each a “EVI Leased Real Property”) and EVI has made available to MTI true, correct and complete copies of each of the Contracts relating to such EVI Owned Real Property and EVI Leased Real Property. With respect to each EVI Leased Real Property, neither EVI nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such EVI Leased Real Property or any portion thereof. EVI and each of its Subsidiaries enjoy peaceful and undisturbed possession of each EVI Owned Real Property and EVI Leased Real Property. Each EVI Owned Real Property and EVI Leased Real Property is in good condition and has been maintained in good repair in a manner consistent with standards generally followed with respect to similar properties, and satisfactorily serves the purposes for which it is used in the business of EVI and its Subsidiaries.

Section 4.17. Material Contracts.

(a) Section 4.17 of the EVI Disclosure Schedule lists as of the date hereof, and EVI has made available to MTI true, correct and complete copies of each of the following contracts (each, a “EVI Material Contract”) to which EVI or any of its Subsidiaries is a party or which bind or affect their respective properties or assets (excluding leases, subleases or other agreements for EVI Leased Real Property, all of which Contracts are disclosed in Section 4.16(b) of the EVI Disclosure Schedule, and excluding EVI Employee Plans, all of which are disclosed in Section 4.9(a) of the EVI Disclosure Schedule), including full and accurate summaries of the material terms and conditions of any and all oral Contracts of EVI:

(1)	any Contract that would be required to be filed by EVI as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by EVI on a Current Report on Form 8-K;
(2)	any Contract or group of related Contracts for the purchase or lease of services, products, materials, supplies, goods, equipment, or other assets providing for either (A) annual payments by EVI in excess of $100,000.00, including any and all purchase orders; or (B) which give rise to anticipated receipts by the counterparty to the Contract of more than $100,000.00 in any calendar year, in each case that cannot be terminated on more than ninety (90) days’ notice without payment by EVI of a penalty in excess of $50,000.00;
(3)	any Contract involving the obligation of EVI to sell products or services pursuant to which the aggregate payments to become due to EVI exceeds $100,000.00 annually;
(4)	any Contract relating to the acquisition or disposition of any material business (whether by merger, stock sale, asset sale, or otherwise) pursuant to which EVI has material continuing obligations following the date of this Agreement;
(5)	any Contract relating to any swap, forward, futures, warrant, option or other derivative transaction;
(6)	any Contract appointing any agent to act on behalf of EVI or any power of attorney;
(7)	any option, license (other than commercially available off the shelf software licenses), franchise or similar Contract;
(8)	any employment, severance, retention, change in control or similar Contract with any current or former director, officer or employee with the title of vice- president or higher of EVI in respect of which EVI has or could reasonably be expected to have ongoing payment obligations in excess of $75,000.00 after the Closing Date;
(9)	any Contract with a Governmental Authority;
(10)	any Contract between EVI, on the one hand, and any of its Affiliates, on the other hand;
(11)	any Contract containing provisions that limit the ability of EVI or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of Parent or any of its Subsidiaries, including the EVI Survivor and its Subsidiaries) to compete in any business or with any Person or in any geographic area, or to sell, supply or distribute any of EVI’s services or products (including any non-compete, exclusivity, “most-favored-nation” or similar requirements) or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment is incurred, as a result of so competing or engaging;
(12)	any Contract that provides for or governs the formation, creation, operation, management or control of any strategic partnership, joint venture, joint development, or similar arrangement or partnership; and

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(13) except for arrangements entered into solely among wholly owned Subsidiaries of EVI, any Contract that relates to Indebtedness having an outstanding principal amount in excess of $100,000.00 or conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case, in connection with which the aggregate actual contingent obligations of EVI and its Subsidiaries under such contract are greater than $100,000.00.

(b) Each EVI Material Contract is valid and binding on EVI or the Subsidiary of EVI that is a party thereto and, to the Knowledge of EVI, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and to general equitable principles, and unless expired or terminated in accordance with its terms. EVI, its Subsidiaries and, to the Knowledge of EVI, each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each EVI Material Contract. There is no default under any EVI Material Contract by EVI or any of its Subsidiaries or, to the Knowledge of EVI, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by EVI or any of its Subsidiaries or, to the Knowledge of EVI, by any other party thereto.

Section 4.18. Anticorruption. EVI and each of its Subsidiaries, including their employees, directors, agents or other Persons acting on their behalf, have not, directly or indirectly, taken any action that would cause EVI or any of its Subsidiaries to be in violation of the FCPA, or any other anticorruption or anti-bribery Laws applicable to EVI or any of its Subsidiaries (collectively with the FCPA, the “Anticorruption Laws”). EVI and its Subsidiaries, including their employees, directors, agents or other Persons acting on their behalf, have not, directly or indirectly, corruptly given, loaned, paid, promised, offered or authorized payment of money or anything of value to any “foreign official” as defined in the FCPA or, in violation of applicable Law, to any other government official, to secure any improper advantage or to obtain or retain business for any Person or to achieve any other purpose prohibited by the Anticorruption Laws. EVI and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws.

Section 4.19. Insurance. EVI and its Subsidiaries maintain policies of insurance, including property, fire, workers’ compensation, products Liability, directors’ and officers’ Liability and other casualty and Liability insurance, that is in form and amount as customary for EVI’s and its Subsidiaries’ types of business and as may be additionally required under the terms of any Contract or agreement. Section 4.19 of the EVI Disclosure Schedule sets forth (i) a complete and correct list of all insurance policies and fidelity bonds maintained by EVI and its Subsidiaries as of the date of this Agreement, including coverage amounts, annualized premiums, coverage limitations, deductibles applicable to each such policy, and all claims made on such policies within the past three (3) years; (ii) a complete description of any self-insurance program or similar alternative insurance measures created or entered into by EVI and any of its Subsidiaries; and (iii) true and complete copies of any insurance coverage recommendations received by EVI and any of its Subsidiaries from any insurance consultant or broker during the past three years. Each insurance policy and bond is in full force and effect, all premiums due and payable thereon have been paid, and EVI and its Subsidiaries are in full compliance with the terms of such policies and bonds. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed. There is no threatened termination of, or pending material premium increase with respect to, any such policies or bonds.

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Section 4.20. Intentionally omitted.

Section 4.21. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor or other firm or Person, whose fees and expenses shall be paid by EVI, is or shall be entitled to receive any brokerage, finder’s, financial advisor’s, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of EVI or any of its Affiliates.

Section 4.22. Stockholder Approval Requirement. The only vote of the stockholders of EVI required to adopt the agreement of merger (as such term is used in Section 251 of the DGCL (8 Del. C. § 251)) contained in this Agreement and approve the EVI Merger is the affirmative vote of the holders of not less than a majority of the outstanding shares of the EVI Common Stock (the “EVI Stockholder Approval”). No other vote of the stockholders of EVI is required by Law or EVI Organizational Documents.

Section 4.23. State Takeover Statutes. EVI has taken all actions necessary to exempt the EVI Merger, this Agreement and the other transactions contemplated by this Agreement from the restrictions on business combinations and voting requirements contained in Section 203 of the DGCL (8 Del. C. § 203). No other anti-takeover or other similar statute or regulation applies to the EVI Merger, this Agreement, or any of the other transactions contemplated by this Agreement. As of the date of this Agreement, EVI does not have in effect any “poison pill” or shareholder rights plan.

Section 4.24. Customers and Suppliers. Section 4.24 of the EVI Disclosure Schedule sets forth a correct and complete list of the top 20 customers and top 20 suppliers of EVI and its Subsidiaries during its most recent fiscal year ended December 31, and indicates with respect to each the name, address and dollar volume of business with EVI or any of its Subsidiaries (including the primary categories, based on purchases or sales, of products bought or sold). Neither EVI nor any of its Subsidiaries is required to provide any material bonding or other financial security arrangements in connection with its transactions with any customer or supplier required to be disclosed on Section 4.24 of the EVI Disclosure Schedule. Since the Financial Statement Date, no customer or supplier required to be disclosed on Section 4.24 of the EVI Disclosure Schedule has terminated or failed to renew its relationship with, or materially reduced its purchases from or sales to, EVI or any of its Subsidiaries.

Section 4.25. Transactions with Affiliates. Except as disclosed on Section 4.25 of the EVI Disclosure Schedule: (a) none of the customers, suppliers, distributors or sales representatives of EVI is an Affiliate of EVI or of any of its officers, directors, or any immediate family member of any officer, director, or Affiliate of EVI; (b) none of the properties or assets of EVI is owned or used by or leased to any Affiliate of EVI or of any of its officers or directors; (c) no Affiliate of EVI or of any of its officers or directors is a party to any EVI agreement; and (d) no Affiliate of EVI or of any of its officers or directors provides any legal, accounting or other services to EVI.

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Section 4.26. Privacy and Data Security.

(a) Section 4.26(a) of the EVI Disclosure Schedule sets forth as of the date hereof a true and complete list of all of the types of Personal Data or highly-sensitive information that EVI and any of its Subsidiaries collects or transmits through:

(1)	its products or service offerings, and
(2)	any website or other platforms it maintains, operates or uses in the conduct of its business.

(b) Each of EVI and its Subsidiaries is, and at all times has been, in compliance in all material respects with all:

(1)	Privacy Laws;
(2)	PCI Requirements;
(3)	applicable payment card brand, card association, payment processor and bank rules and requirements;
(4)	Privacy Agreements; and
(5)	federal, state, local and foreign Laws pertaining to sales and marketing practices, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Telemarketing Sales Rule.

(c)

(1)	Each of EVI and its Subsidiaries has implemented Privacy and Data Security Policies that are no less rigorous than industry best practices for similarly situated companies.
(2)	Each of EVI and its Subsidiaries is in compliance with, and has always complied with, any statutory and fiduciary obligations to safeguard the privacy of Personal Data that it collects, uses, transmits or processes through its products or service offerings, including its websites or platforms that it maintains, operates or uses in the ordinary conduct of its business.
(3)	Each of EVI and its Subsidiaries satisfies any statutory and fiduciary obligations they have to provide notice to website visitors or obtain consent for their or a third party’s use of monitoring features such as cookies or tags.
(4)	EVI and its Subsidiaries have made available a true, correct, and complete copy of each Privacy and Data Security Policy in effect at any time since July 1, 2020.
(5)	At all times since July 1, 2020, each of EVI and its Subsidiaries has been and is in compliance with all of its Privacy and Data Security Policies.
(6)	Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the transactions contemplated under this Agreement will violate any of the Privacy Agreements, Privacy and Data Security Policies or any applicable Privacy Laws. Each of EVI and its Subsidiaries has delivered to MTI accurate and complete copies of all of their material Privacy Agreements.

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(d)	Each of EVI and its Subsidiaries has not, and currently does not, market its products and services to any Persons under the age of 13, and neither EVI nor any of its Subsidiaries knowingly collect Personal Data from any Persons under the age of 13.
(e)	There is no pending, nor to EVI’s Knowledge, has there ever been any, complaint, audit, proceeding, investigation, or claim against EVI or any of its Subsidiaries initiated by any Person or entity, any Governmental Entity, foreign or domestic or any regulatory or self-regulatory entity alleging that any Data Activity of EVI or any of its Subsidiaries:

(1)	violates any applicable Privacy Laws,
(2)	violates any Privacy Agreements,
(3)	violates any Privacy and Data Security Policies, or
(4)	constitutes an unfair, deceptive, or misleading trade practice.

(f)	At all times, EVI and its Subsidiaries have taken all reasonable steps (including, without limitation, implementing, maintaining, and monitoring compliance with government-issued or industry standard measures with respect to administrative, technical and physical security) to ensure that all Personal Data in its possession or control is protected against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse. To the Knowledge of EVI, there has been no (i) unauthorized access, use, or disclosure of Personal Data in the possession or control of EVI or any of its Subsidiaries and any of its contractors with regard to any Personal Data obtained from or on behalf of EVI or any of its Subsidiaries or (ii) unauthorized intrusions or breaches of security into any systems of EVI or any of its Subsidiaries.
(g)	Each of EVI and its Subsidiaries contractually requires all third parties, including vendors, Affiliates, and other Persons providing services to it that have access to or receive Personal Data from or on behalf of it to comply with all applicable Privacy Laws, and to take all reasonable steps to ensure that all Personal Data in such third parties’ possession or control is protected against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse.
(h)	Section 4.26(h) of the EVI Disclosure Schedule sets forth as of the date hereof a true and complete list of all Data Centers and the geographic location of each such Data Center. Neither EVI nor its Subsidiaries has, nor currently does, use any third-party Data Centers or hosting-providers to store or process any Personal Data.
(i)	Neither EVI nor any of its Subsidiaries has offered any services that store, transmit or process Personal Data in, and no Data Center owned by it has stored, transmitted or processed Personal Data in, a geographical location that is outside of the continental United States. Neither EVI nor any of its Subsidiaries has previously stored, transmitted, processed or made available any Personal Data to a party in any jurisdiction located outside of the continental United States.

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(j)

(1)	Each of EVI and its Subsidiaries has established administrative safeguards that set forth the specific individuals who can access EVI’s internal network and systems, including its software and hardware.
(2)	Each of EVI and its Subsidiaries has implemented a password protection process for its internal network and systems that utilizes strong, complex passwords that are routinely changed and are combined with one or more verification methods to create a multi-factor authentication system.
(3)	Each of EVI and its Subsidiaries has utilized data encryption methods that are no less rigorous than industry best practices for similarly situated companies to secure its network and systems from unauthorized access, including encryption of Personal Data and any other nonpublic information stored on mobile media or transmitted over any public networks or wireless networks.

(k)	Each of EVI and its Subsidiaries has adopted in the ordinary conduct of its business, policies, procedures and risk management processes to ensure the physical security of its facilities and computing environments, and that are no less rigorous than industry best practices for similarly situated companies and applicable Privacy Laws.
(l)	Each of EVI and its Subsidiaries has backed up its sensitive information using secure data backup storage systems and has limited access to the backed-up information to only such authorized Persons or employees who are identified in its respective policies as having the authority to access such backed-up information.
(m)	The products or service offerings of each of EVI and its Subsidiaries contain mechanisms such as firewall, antivirus protection, web filtering or other functions that are no less rigorous than industry best practices for similarly situated companies to lower the risk of infection from viruses or malicious routines and codes that can destroy, modify or diminish, or cause a similar effect on, its respective products or services, including its programs, equipment and devices, any part of its internal networks or systems, Personal Data or any other nonpublic information. To EVI’s Knowledge, the products or service offerings contain no disabling code, “time bombs,” time-out or deactivation functions that may terminate operations, diminish the product or services, or result in them performing in an impaired manner. To EVI’s Knowledge, the products or service offerings are free of any “viruses” including, but not limited to, “trojan horses” or “worms” that may destroy or corrupt data, and the products or service offerings do not contain any unknown code, scripts or tags, or “back doors” that could enable unauthorized access.
(n)	Section 4.26(n) of the EVI Disclosure Schedule sets forth as of the date hereof a true and complete list of all information technology audits or checks that each of the EVI and its Subsidiaries, or any third party on behalf of any of them, has performed in the prior two years, any individuals or parties who conducted the audits, and results of any such audits. Each of EVI and its Subsidiaries, in the ordinary conduct of its business, has performed regular audits of its information security controls, system and procedures that are no less rigorous than industry best practices for similarly situated companies to assess its compliance with its Privacy and Data Security Policies, and has provided MTI with complete and accurate records of the audit results.

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Section 4.27. Sufficiency of Assets. The assets that EVI and its Subsidiaries will continue to have good and valid title to, or the right to use, following the Closing constitute all of the assets satisfactory for the conduct of the business and operations of EVI and its Subsidiaries as currently conducted. The structures and material equipment included in such assets are in satisfactory repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use in all material respects. There are no facts or conditions affecting any assets material to EVI that interfere with the use, occupancy or operation of such assets as they are currently being utilized in any material respect.

Section 4.28. CARES Act. EVI has not (a) obtained a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act, (b) applied for loan forgiveness pursuant to Section 1106 of the CARES Act, (c) except as set forth on Section 4.28 of the EVI Disclosure Schedule, deferred payment of the employer portion of FICA and Medicare Tax pursuant to Section 2302 of the CARES Act, (d) claimed the employee retention credit pursuant to Section 2301 of the CARES Act or (e) had employees teleworking from a state other than their regular work location on a regular and consistent basis as part of any COVID-19 Measure.

Section 4.29. Full Disclosure. No representation or warranty of EVI in this Agreement or in any exhibit, certificate, or schedule attached or furnished, contains any untrue statement of material fact or omits to state any fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF MTI

Except as (i) and to the extent disclosed in any MTI SEC Report publicly available at least two (2) Business Days prior to the date of this Agreement (but excluding any forward-looking disclosures set forth in any risk factor section, any disclosure in any section relating to forward- looking statements, any other disclosures included in any such form, report, schedule, statement or other document to the extent they are predictive or forward-looking in nature); provided that in no event shall any disclosure in any such SEC Report qualify or limit the representations and warranties of MTI set forth in Section 5.2 (Capitalization), Section 5.4 (Corporate Authorization), Section 5.20 (Brokers; Certain Expenses), Section 5.21 (Stockholder Approval Requirement) or Section 5.22 (State Takeover Statutes), or (ii) disclosed in the corresponding section of the MTI Disclosure Schedule provided in connection herewith (the “MTI Disclosure Schedule”), MTI represents and warrants to EVI as follows:

Section 5.1. Organization; Corporate Power; Corporate Records. MTI is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has all requisite corporate power and authority necessary to own, lease, and operate its properties and assets and to carry on its business as currently conducted, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority when taken together with all other such failures, is not, and would not reasonably be expected to be, individually or in the aggregate, material. MTI is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so qualified, licensed, or in good standing when taken together with all other such failures, is not, and would not reasonably be expected to be, individually or in the aggregate, material. MTI has heretofore made available to EVI a correct and complete copy of MTI Organizational Documents and each as so delivered is in full force and effect. MTI is not in violation of any provision of the MTI Organizational Documents. The minute books of MTI contain true, complete and accurate records of all meetings and consents in lieu of meetings of the MTI Board and any committees thereof (or Persons performing similar functions), since the time of its incorporation. The stock ledgers of MTI are true, complete and accurate.

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Section 5.2. Capitalization.

(a) The authorized capital stock of MTI consists of 100,000,000 shares of MTI Common Stock and 5,000,000 shares of preferred stock of MTI, par value $.001 per share, including, without limitation, the Series B preferred stock (the “MTI Preferred Stock”). At the close of business on the Business Day immediately preceding the date of this Agreement:

(1)	14,229,832 shares of MTI Common Stock were issued and outstanding;
(2)	64,103 shares of MTI Preferred Stock were issued and outstanding;
(3)	0 shares of MTI Common Stock or MTI Preferred Stock were held in MTI’s treasury;
(4)	0 shares of MTI Common Stock were reserved for issuance pursuant to any stock incentive plan and no stock options have been granted; and
(5)	0 shares of MTI Common Stock were subject to outstanding MTI restricted stock units.

(b)

Section 5.2(b) of the MTI Disclosure Schedule sets forth, as of the day immediately prior to the date hereof, a schedule of (i) all holders of options under any MTI stock plan, including the date of grant, the expiration date, the number of shares, the price per share at which the option may be exercised, an indication of whether or not such stock option is intended to qualify as an “incentive stock option” under Section 422 of the Code, the vesting schedule, and any MTI stock plan under which issued, including specification of the effect, if any, on such options of the MTI Merger and the other transactions contemplated by this Agreement, and (ii) all holders of restricted stock units, the date of grant, the number owned by each holder, the vesting schedule and any MTI stock plan under which issued, including specification of the effect, if any, on such restricted stock units of the MTI Merger and the other transactions contemplated by this Agreement.

(c)

All of the shares of MTI Common Stock outstanding are, and all shares that have been and may be issued pursuant to any MTI stock plan will be when issued in accordance with the terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. All stock options, restricted stock units, or other stock rights granted under any MTI stock plan were properly approved by the MTI Board or an authorized committee thereof and granted in accordance with applicable Law and the terms of any MTI stock plan pursuant to which they were issued. With respect to stock options granted under any MTI stock plan, (i) each option that is intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of an option was duly authorized by all necessary corporate action, including, as applicable, approval by the MTI Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the applicable MTI stock plan and all other applicable Laws and regulatory rules or requirements, (iv) the per share exercise price of each option was no less than the fair market value (within the meaning of Section 422 of the Code, in the case of each option intended to qualify as an “incentive stock option,” and within the meaning of Section 409A of the Code, in the case of each other option granted to holders of options who are subject to U.S. Taxes) of a share of stock on the applicable grant date and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of MTI.

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(d) Except as set forth in Section 5.2(a) or Section 5.2(d) of the MTI Disclosure Schedule, there are on the date hereof no outstanding shares of capital stock of, or other equity or voting interest in, MTI, and no outstanding (i) securities of MTI convertible into or exchangeable for shares of capital stock or voting securities or ownership interests MTI, (ii) options, warrants, rights or other agreements or commitments to acquire from MTI, or obligations of MTI to issue, any capital stock, voting securities or other equity ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other equity ownership interests in) MTI, (iii) obligations of MTI to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in MTI, or (iv) obligations (excluding Taxes and other fees) by MTI or any of its Subsidiaries to make any payments based on the market price or value of the MTI Common Stock. As of the date of this Agreement, neither MTI nor any of its Subsidiaries has outstanding obligations to purchase, redeem or otherwise acquire any MTI securities described in clauses (i), (ii) and (iii) hereof.

Section 5.3. Subsidiaries.

(a)

Section 5.3(a) of the MTI Disclosure Schedule sets forth a complete and correct list of each Subsidiary of MTI, its place and form of organization, its address and each jurisdiction in which it is authorized to conduct or actually conducts business. Each Subsidiary of MTI is a corporation, partnership, limited liability company, or other business entity duly incorporated or organized (as applicable), validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers required to carry on its business as currently conducted. Each such Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary.

(b)

All the outstanding shares of capital stock of, or other equity or voting interests in each such Subsidiary are owned by MTI or by one or more wholly owned Subsidiaries of MTI, free and clear of all pledges, claims, Liens, charges, options, security interests or other encumbrances of any kind, except for transfer restrictions imposed by applicable securities Laws, and are duly authorized, validly issued, fully paid and nonassessable. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, MTI does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Section 5.4. Corporate Authorization.

(a)

MTI has the requisite corporate power and authority to execute and deliver this Agreement and, subject to MTI Stockholder Approval, to consummate the MTI Merger and the other transactions contemplated hereby and to perform its obligations hereunder. The execution, delivery and performance by MTI of this Agreement, and the consummation by MTI of the MTI Merger and the other transactions contemplated hereby, have been duly and validly authorized by the MTI Board and, except for obtaining MTI Stockholder Approval, no other corporate proceedings on the part of MTI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by MTI and, assuming this Agreement constitutes the legal, valid and binding agreement of EVI, Parent, Merger Sub E, and Merger Sub M, constitutes a legal, valid and binding agreement of MTI, enforceable against MTI in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

(b)

The MTI Board (at a meeting or meetings duly called and held, at which all directors of MTI were present or participated and voted) has unanimously adopted resolutions (i) declaring that this Agreement, the MTI Merger, and the other transactions contemplated hereby are advisable and in the best interests of MTI’s stockholders, (ii) approving and declaring advisable this Agreement, the MTI Merger and the other transactions contemplated by this Agreement, (iii) declaring that the MTI Merger Consideration to be paid to MTI’s stockholders is fair to such stockholders, (iv) resolving to recommend adoption of this Agreement by the stockholders of MTI and (v) directing that the adoption of this Agreement, the Merger and the other transactions contemplated hereby be submitted to a vote of MTI’s stockholders at MTI Stockholder Meeting, and, as of the date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Section 5.5. Non-Contravention; Filings and Consents.

(a) The execution, delivery, and performance by MTI of this Agreement or the consummation by MTI of the MTI Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(1)	contravene, conflict with, or result in any violation or breach of any provision of MTI Organizational Documents;
(2)	assuming compliance with the matters referred to in Section 5.5 of the MTI Disclosure Schedule and that MTI Stockholder Approval is obtained, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order;

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(3)

require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which MTI or any Subsidiary of MTI is a party, or by which they or any of their respective properties or assets may be bound or affected; or

(4)

result in the creation or imposition of any Lien on any asset of MTI or any of its Subsidiaries.

(b) The execution, delivery and performance of this Agreement by MTI and the consummation of the transactions contemplated hereby by MTI do not and will not require any consent, approval, authorization or Permit of, action by, filing with or notification to, any Governmental Authority, other than (i) the filing of the Certificate of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which MTI is qualified to do business, and (ii) the filing with the SEC of such reports under, and such other compliance with any applicable requirements of the Securities Act, the Exchange Act, any other applicable U.S. state or federal or foreign securities Laws.

Section 5.6. SEC Filings; Sarbanes-Oxley Act; Listing Requirements.

(a)	Since January 1, 2021, MTI has timely filed all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC, each of which when filed, and if applicable, as finally supplemented, modified or amended, complied as of its respective filing date with the then applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act (such documents, together with all information incorporated therein by reference, the “MTI SEC Reports”). None of the MTI SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time 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 light of the circumstances under which they were made, not misleading. To the extent not available on the SEC website, MTI has made available to EVI complete and correct copies of the MTI SEC Reports. MTI will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to such time. No Subsidiary of MTI is required to file or furnish any forms, reports, statements, schedules or other documents with or to the SEC.
(b)	MTI has provided to EVI copies of all comment letters received by the MTI from the SEC since January 19, 2021. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by MTI from the SEC; and (ii) none of the MTI SEC Reports is subject to ongoing SEC review.
(c)	No executive officer of MTI has failed in any respect to make the certifications required of such officer required by Rule 13a-14 or 15d-14 under the Exchange Act and under Section 302 or 906 of the Sarbanes-Oxley Act with respect to the MTI SEC Reports. Each such certification when filed was true and accurate and complied with the applicable requirements of the Sarbanes-Oxley Act.

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Section 5.7. Financial Statements; Internal Controls.

(a) The audited and unaudited consolidated financial statements (including the related notes thereto) of MTI included or incorporated by reference in the MTI SEC Reports (“MTI Financial Statements”):

(1)	fairly present the consolidated financial position of MTI and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (except as may be set forth therein or in the notes thereto); and
(2)	were prepared in accordance with GAAP throughout the periods involved (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein including the notes thereto). All of MTI’s Subsidiaries are consolidated for accounting purposes.

(b)

MTI’s system of “internal controls over financial reporting” (as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act) is designed and maintained to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and directors of MTI, and (iii) that any unauthorized use, acquisition or disposition of MTI’s assets that would materially affect MTI’s financial statements would be detected in a timely manner or prevented. Since January 1, 2021, MTI has not disclosed to MTI’s auditors or the audit committee of MTI’s board of directors and to MTI’s Knowledge there are not any “significant deficiencies” or “material weaknesses” in the design or operation of MTI’s internal control over financial reporting that are reasonably likely to adversely affect in any material respect MTI’s ability to record, process, summarize and report financial information. Since January 1, 2021, there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in MTI’s internal controls over financial reporting. Neither MTI nor any of the Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” that would be required to be disclosed under Item 303(a) of Regulation S-K promulgated by the SEC.

(c)

MTI maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act that are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by MTI in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to MTI’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of MTI required under the Exchange Act with respect to such reports. Neither MTI nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Sarbanes- Oxley Act.

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(d)

Since January 1, 2021, MTI and its officers and directors have been in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

(e)

Except as set forth on Section 5.7(e) of the MTI Disclosure Schedule, there is no Liability of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP, against MTI or any of its Subsidiaries, and whether or not required to be disclosed, or any other fact or circumstance that would reasonably be likely to result in any claims against, or any obligations or Liabilities of, MTI or any of its Subsidiaries, except for Liabilities and obligations (a) reflected or reserved for on MTI Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the MTI Financial Statements in the ordinary course of the operation of business of MTI and its Subsidiaries, or (c) under any MTI Material Contract set forth on Section 5.7(e) of the MTI Disclosure Schedule or any Contract not required to be disclosed in the schedules (other than any such liability, debt or obligation resulting from a breach or a default thereunder).

Section 5.8. Absence of Certain Changes. Since September 30, 2021 through the date of this Agreement, (a) there has not been a MTI Material Adverse Effect, (b) MTI and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, except for actions taken in respect of this Agreement, and (c) neither MTI nor any of its Subsidiaries has taken any action that, if taken after the date hereof without the consent of EVI, would constitute a breach of clause Section 7.1(a)(2), Section 7.1(a)(3), Section 7.1(a)(10), Section 7.1(a)(11), Section 7.1(a)(12), Section 7.1(a)(13) or Section 7.1(a)(15).

Section 5.9. Employee Benefit Plans.

(a) MTI has no employee benefit plan or agreement as defined in Section 3 of ERISA or any other employee plan or agreement sponsored or maintained by MTI or by any ERISA Affiliate, including any bonus or other incentive compensation plans, equity or equity-based compensation plans, pension or deferred compensation arrangements, severance plans, medical insurance, and life insurance plans or programs.

(b) [Reserved]

Section 5.10. Labor and Employment Matters.

(a) Section 5.10(a)(1) of the MTI Disclosure Schedule contains a complete and accurate list of the following information, as applicable, for each current employee of MTI and its Subsidiaries, including each employee on leave of absence or other non-active status (collectively, “MTI Business Employees”) name, employing entity, workplace location, job title, date of hire, service reference date (if different from date of hire), exempt or non-exempt classification under the Fair Labor Standards Act, active or non-active status (and the reason for such non-active status and expected return date), work visa status, current base salary or wage rate, prior year base salary or wage rate, current incentive compensation target, prior year incentive compensation target, prior year incentive compensation earned, current commission rate and commissions earned year to date, prior year commission rate and prior year commissions earned, accrued but unused paid time off, and accrued deferred compensation. Section 5.10(a)(2) of the MTI Disclosure Schedule contains a complete and accurate list of all Persons who perform services for MTI and its Subsidiaries (A) under a leasing, contract worker, or similar arrangement with a third-party employer, or (B) as an independent contractor (excluding accounting, tax, legal, and similar service providers), along with, for each Person described in clauses(A) and (B), such Person’s current compensation or fee, date of engagement, workplace location, and the nature of the services they perform in respect of MTI and its Subsidiaries.

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(b)	No employee or independent contractor performing services for MTI or any of its Subsidiaries is bound by any contract that purports to limit the ability of such Person to engage in any activity, services, duties, or practice on behalf of MTI or any of its Subsidiaries. No MTI Business Employee holding a management or executive position has notified MTI or any of its Subsidiaries of an intention to resign, retire or otherwise terminate his or her employment prior to the Closing or in connection with the transactions contemplated hereby nor, to the Knowledge of MTI, does any such MTI Business Employee have an intention to do so.
(c)	No current or former employees of MTI or any of its Subsidiaries are or have been represented by a union or similar employee organization with respect to such employment. Neither MTI nor any of its Subsidiaries is a party to, bound by or subject to, or is currently negotiating in connection with entering into, any collective- bargaining agreement or understanding with a labor union or organization. To the Knowledge of MTI, there never has been any activity or proceeding by a labor union or representative thereof to organize any employees of MTI or any of its Subsidiaries. There is no charge or complaint pending or, to the Knowledge of MTI, threatened before the National Labor Relations Board or other Governmental Authority relating to any unfair labor practice in respect of any employees of MTI or any of its Subsidiaries, nor is MTI or any of its Subsidiaries subject to any existing order, judgment, or decision regarding an unfair labor practice claim.
(d)	MTI and each Subsidiary has complied with all applicable Laws concerning labor and employment and the terms of each applicable employment or services agreement in respect of all of their respective current and former employees and independent contractors, including without limitation such Laws relating to wages, hours, discrimination in employment, whistleblower protections, retaliation, worker classification, workplace safety and health, immigration, employee data privacy and security, tax withholding and reporting, workers’ compensation, unemployment insurance and employment termination. Except as described in Section 5.10(d) of the MTI Disclosure Schedule, neither MTI nor any of its Subsidiaries (i) has received notice of any actual or alleged violation of any such Law or breach of any such agreement, and, to the Knowledge of MTI, there are no grounds therefor, or (ii) has been subject to or received notice of an audit or investigation by any Governmental Authority relating to any employment-related matter.

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(e)	Since January 19, 2021, there has been no “mass layoff” or “plant closing” as defined by the WARN Act in respect of MTI or any of its Subsidiaries and neither MTI nor any of its Subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local, or foreign Law or regulation which is similar to the WARN Act, nor has MTI nor any of its Subsidiaries announced any such action or program for the future.
(f)	Neither MTI nor any of its Subsidiaries is delinquent in payments to any MTI Business Employee or other individual who has performed services for MTI for wages, salaries, commissions, bonuses, fees or other compensation for any services performed.
(g)	Neither MTI nor any of its Subsidiaries has any Liability with respect to any misclassification of any Person as an independent contractor, temporary employee, leased employee or any other servant or agent compensated other than through reportable wages (as an employee) paid by MTI or any of its Subsidiaries (each, a “MTI Contingent Worker”).

Section 5.11. Litigation. Except as set forth in Section 5.11 of the MTI Disclosure Schedule, there is no complaint, claim, action, suit, litigation, proceeding or governmental or administrative investigation pending or, to the Knowledge of MTI, threatened against or affecting MTI or any of its Subsidiaries, including in respect of the transactions contemplated hereby that, individually or in the aggregate, would reasonably be expected to have a MTI Material Adverse Effect. Neither MTI nor any of its Subsidiaries is subject to any outstanding Order (i) that prohibits MTI or any of its Subsidiaries from conducting its business as now conducted or proposed to be conducted or (ii) that would, individually or in the aggregate, have not had, and would not reasonably be expected to have, a MTI Material Adverse Effect.

Section 5.12. Tax Matters.

(a)

MTI and each of its Subsidiaries have timely filed all Tax Returns required to have been filed by or with respect to MTI and each of its Subsidiaries, and all such Tax Returns are true, correct and complete. MTI has made available to EVI all correct and complete copies of all income Tax Returns filed by, and all Tax examination reports and statements of deficiencies assessed against or agreed to by MTI for all periods beginning with the fiscal year ended December 31, 2018, and all other material Tax Returns for which the applicable statute of limitations has not yet expired. MTI and each of its Subsidiaries have timely paid all Taxes attributable to MTI or any of its Subsidiaries that were due and payable by them as shown on such Tax Returns, except with respect to matters contested in good faith and which have been adequately reserved against in accordance with GAAP.

(b)

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the assessment of, any Taxes of MTI or any of its Subsidiaries, and no request for any such waiver or extension is pending or requested. Neither MTI nor any of its Subsidiaries has filed any extension of time within which to file any Tax Returns in respect of any fiscal year that have not since been filed.

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(c)	There are no audits, examinations, disputes or other proceedings with respect to Taxes of MTI or any of its Subsidiaries, and no such audit, examination, dispute or other proceeding is pending or threatened by a Governmental Authority. Neither MTI nor any of its Subsidiaries has received any claim from any Governmental Authority in a jurisdiction where it does not file Tax Returns that MTI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. No deficiency or claim for Taxes against MTI or any of its Subsidiaries has been claimed, proposed or assessed by any Governmental Authority with respect to MTI, nor, to the Knowledge of MTI, has such a claim or deficiency been threatened against MTI or any of its Subsidiaries for any alleged deficiency in Taxes of MTI or any of its Subsidiaries. All deficiencies for Taxes asserted or assessed against MTI and its Subsidiaries have been fully and timely paid, settled or properly reserved for and reflected on the MTI Financial Statements.
(d)	There are no Liens with respect to Taxes on the assets or business of MTI or any of its Subsidiaries other than Permitted Liens.
(e)	Neither MTI nor any of its Subsidiaries (1) is now, or ever has been, a party to any agreement or arrangement relating to the sharing, allocation or indemnification of Taxes or net operating losses, Tax credits or other Tax benefits, and (2) has any Liability for Taxes of any Person (other than its Subsidiaries) under Treasury Regulations § 1.1502–6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither MTI nor any of its Subsidiaries has ever been a member of a group filing consolidated Tax Returns for United States federal income tax purposes (except for the group of which MTI is the common parent).
(f)	MTI and each of its Subsidiaries has duly and timely withheld any amounts owed with respect to employees, independent contractors, creditors, stockholders, foreign corporations, nonresident aliens, foreign corporations, third parties, and United States real property interests, and has duly and timely paid proper and accurate amounts to the appropriate Governmental Authority for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign Laws (including, without limitation, income, social security, and employment Tax withholding for all types of compensation).
(g)	Neither MTI nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement (or will constitute such a corporation in the two (2) years prior to the Closing Date) or (ii) in a distribution that otherwise constitutes part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the MTI Merger.
(h)	Neither MTI nor any of its Subsidiaries is aware of the existence of any fact or circumstance, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede the MTI Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

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(i)	Neither MTI nor any of its Subsidiaries has participated, or is currently participating, in a “listed transaction” as defined in Treasury Regulations § 1.6011–4(b)(2) (or any similar provision of state, local or foreign Law).
(j)	Neither MTI nor any of its Subsidiaries has entered into a closing agreement under Section 7121 of the Code or any similar provision of state, local or foreign Laws, or is subject to any binding determination of the IRS or any comparable ruling of any Governmental Authority.
(k)	There is no contract, plan or arrangement covering any Person that would give rise to the payment of any amount that would not be deductible by reason of Section 162(m) of the Code.
(l)	Neither MTI nor any of its Subsidiaries has participated, within the meaning of Treasury Regulations § 1.6011–4(c), in any “reportable transaction” within the meaning of Section 6011 of the Code. MTI has disclosed on its Tax Returns all positions taken therein that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code (or any similar provision of state, local or foreign Laws).
(m)	Neither MTI nor any of its Subsidiaries has been a “United States real property holding corporation” (within the meaning of Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither MTI nor any of its Subsidiaries is a “foreign person” within the meaning of Section 1445(f) of the Code.
(n)	Neither MTI nor any of its Subsidiaries is required to include any item of income in, or exclude any item of deduction or loss from, taxable income for any taxable period ending after the Closing Date as a result of any (i) change in accounting method under Section 481(a) of the Code (or any predecessor provision or any similar provision of state, provincial, local or foreign Tax Law) for a taxable period ending on or before the Closing Date, (ii) prepaid amount received on or prior to the Closing Date, (iii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, provincial, local or foreign Tax Law) executed on or prior to the Closing Date, or (iv) installment sale or open transaction made on or prior to the Closing Date.

Section 5.13. Compliance with Laws; Permits.

(a)	Neither MTI nor any of its Subsidiaries is or has been since January 1, 2021 in conflict with, in default or, with notice, lapse of time or both, would be in default, with respect to or in violation of any Law or Order applicable to MTI or any of its Subsidiaries or by which any property or asset of MTI or any of its Subsidiaries is bound or affected.
(b)	Neither MTI nor any of its Subsidiaries has received any written notice since January 1, 2021:

(1)	of any default or violation as described in clause Section 5.13(a) above;
(2)	of any administrative, civil or criminal investigation or audit by any Governmental Authority relating to MTI or any of its Subsidiaries; or
(3)	from any Governmental Authority alleging that MTI or any of its Subsidiaries are not in compliance with any applicable Law or Order.

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(c) MTI and each of its Subsidiaries have all Permits and such Permits are valid and in full force and effect. MTI and each of its Subsidiaries are in compliance with the terms of such Permits and, as of the date of this Agreement, neither MTI nor any of its Subsidiaries has received written notice from any Governmental Authority threatening to revoke, or indicating that it is investigating whether to revoke, any such Permit.

Section 5.14. Environmental Matters.

(a) Except as set forth in Section 5.14(a) of the MTI Disclosure Schedule:

(1)	each of MTI and its Subsidiaries is and has been in compliance with all applicable Environmental Laws;
(2)	there is no Action relating to or arising under Environmental Laws that is pending or, to the Knowledge of MTI, threatened against or affecting MTI or any of its Subsidiaries;
(3)	neither MTI nor its Subsidiaries has received since January 19, 2021 any notice of or entered into or assumed, by contract or operation of Law or otherwise, any obligation, Liability, Order or settlement relating to or arising under Environmental Laws;
(4)	no facts, circumstances or conditions exist that would reasonably be expected to result in MTI and its Subsidiaries incurring Environmental Liabilities; and
(5)	there have been no Releases of Hazardous Materials on properties since they were owned, operated or leased by MTI or any of its Subsidiaries (or previously).

(b) Except as set forth in Section 5.14(b) of the MTI Disclosure Schedule:

(1)	MTI and each of its Subsidiaries has obtained and currently maintains all necessary Environmental Permits;
(2)	to the Knowledge of MTI, there is no investigation, nor any Action pending or threatened against or affecting MTI or any of its Subsidiaries or any real property owned, operated or leased by MTI or any of its Subsidiaries to revoke such Environmental Permits;
(3)	neither MTI nor any of its Subsidiaries has received any written notice from any Person to the effect that there is lacking any Environmental Permit required under Environmental Law for the current use or operation of any property owned, operated or leased by MTI or any of its Subsidiaries; and
(4)	neither the execution and delivery of this Agreement by MTI, nor the consummation by MTI of the transactions contemplated hereby, nor compliance by MTI with any of the provisions hereof, will result in the termination or revocation of, or a right of termination or cancellation under, any Environmental Permit.

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(c) Except as set forth in Section 5.14(c) of the MTI Disclosure Schedule, none of the MTI Owned Real Property, MTI Leased Real Property, or products of MTI, or of any of its current or prior Subsidiaries or of any of their respective predecessors, has contained or currently contains any asbestos or asbestos-containing materials, polychlorinated biphenyls, silica or any other substance listed in the Stockholm Convention on Persistent Organic Pollutants.

Section 5.15. Intellectual Property.

(a)	MTI and each of its Subsidiaries owns, or is licensed or otherwise has the right to use (in each case, without payments to third parties and free and clear of any Liens), all Intellectual Property necessary for or material to the conduct of its business as currently conducted and such rights are not subject to termination by any third party. Section 5.15(a) of the MTI Disclosure Schedule sets forth a true and complete list of all issued patents, registered trademarks, registered trade names, registered service marks, registered copyrights and in each case applications therefor, and domain names and applications therefor, if any, owned by or licensed to MTI or any of its Subsidiaries as of the date of this Agreement. All issued patents, patent applications, registered trademarks, trade names and service marks and, in each case, applications therefor, registered copyrights and applications therefor and domain names and applications therefor owned by MTI or any of its Subsidiaries have been duly registered and/or filed, as applicable, with or issued by each applicable Governmental Authority in each applicable jurisdiction, all necessary affidavits of continuing use have been filed, and all necessary maintenance fees that are due have been paid to continue all such rights in effect. MTI has made available to EVI complete and correct copies of, and Section 5.15(a) of the MTI Disclosure Schedule sets forth as of the date hereof a true and complete list of, all license agreements relating to Intellectual Property to or by which MTI or any of its Subsidiaries is a party or bound.
(b)	Neither MTI nor any of its Subsidiaries or any of its or their products or services has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property rights of any Person. There is no suit, claim, action, investigation or proceeding pending or, to the Knowledge of MTI, threatened with respect to, and neither MTI nor any of its Subsidiaries has been notified in writing of, any possible infringement or other violation by MTI or any of its Subsidiaries or any of its or their products or services of the Intellectual Property rights of any Person and, to the Knowledge of MTI, there is no valid basis for any such claim. There is no investigation pending or, to the Knowledge of MTI, threatened with respect to any possible infringement or other violation by MTI or any of its Subsidiaries or any of its or their products or services of the Intellectual Property rights of any Person.
(c)	To the Knowledge of MTI, no Person nor any product or service of any Person is infringing upon or otherwise violating any Intellectual Property rights of MTI or any of its Subsidiaries.

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(d)	The execution and delivery of this Agreement, the consummation of the MTI Merger and the other transactions contemplated by this Agreement and the compliance with the provisions of this Agreement do not and will not conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to any right, license or encumbrance relating to, any Intellectual Property owned or used by MTI or any of its Subsidiaries or with respect to which MTI or any of its Subsidiaries now has or has had any agreement with any third party, or any right of termination, cancellation or acceleration of any Intellectual Property right or obligation set forth in any agreement to or by which MTI or any of its Subsidiaries is a party or bound, or the loss or encumbrance of any Intellectual Property or material benefit related thereto, or result in the creation of any Lien in or upon any Intellectual Property or right.
(e)	MTI and its Subsidiaries have taken reasonable measures to maintain the confidentiality of their Intellectual Property and every Person employed by MTI or any of its Subsidiaries, including agents, consultants and independent contractors, who has or had or may in the future have access to confidential or proprietary information has entered into a confidentiality and nondisclosure agreement with MTI or the respective Subsidiary. MTI has provided EVI with copies of all forms of confidentiality and nondisclosure agreement used by MTI and each of its Subsidiaries.
(f)	Each of the former or current members of management or key personnel of MTI or any of its Subsidiaries, including all former and current employees, agents, consultants and independent contractors who have contributed to or participated in the conception and development of Intellectual Property owned, intended to be owned or used by MTI or any of its Subsidiaries, have assigned or otherwise transferred to MTI or any of its Subsidiaries all ownership and other rights of any nature whatsoever (to the extent permitted by Law) of such Person in any Intellectual Property owned, intended to be owned or used by MTI or any of its Subsidiaries. None of the former or current members of management or key personnel of MTI nor any of its Subsidiaries, including all former and current employees, agents, consultants and independent contractors who have contributed to or participated in the conception and development of Intellectual Property owned, intended to be owned or used by MTI or any of its Subsidiaries, have a valid claim against MTI or any of its Subsidiaries in connection with the involvement of such Persons in the conception and development of any Intellectual Property owned, intended to be owned or used by MTI or any of its Subsidiaries, and no such claim has been asserted or, to the Knowledge of MTI, threatened. To the Knowledge of MTI, none of the current employees of MTI or any of its Subsidiaries has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by MTI or any of its Subsidiaries in furtherance of their business as currently conducted, which patents or applications have not been assigned to MTI or any of its Subsidiaries.

Section 5.16. Real Property.

(a) MTI and each of its Subsidiaries has good, marketable, and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of the real property and tangible assets used in the conduct of its business and all such property and assets, other than real property and assets in which MTI or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens.

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(b) Section 5.16(b) of the MTI Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property currently owned by MTI or any of its Subsidiaries (each an “MTI Owned Real Property”) and leased by MTI or any of its Subsidiaries, including the terms of each lease (each a “MTI Leased Real Property”) and MTI has made available to EVI true, correct and complete copies of each of the Contracts relating to such MTI Owned Real Property and MTI Leased Real Property. With respect to each MTI Leased Real Property, neither MTI nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such MTI Leased Real Property or any portion thereof. MTI and each of its Subsidiaries enjoy peaceful and undisturbed possession of each MTI Owned Real Property and MTI Leased Real Property. Each MTI Owned Real Property and MTI Leased Real Property is in good condition and has been maintained in good repair in a manner consistent with standards generally followed with respect to similar properties, and satisfactorily serves the purposes for which it is used in the business of MTI and its Subsidiaries.

Section 5.17. Material Contracts.

(a) Section 5.17(a) of the MTI Disclosure Schedule lists as of the date hereof, and MTI has made available to EVI true, correct and complete copies of each of the following contracts (each, a “MTI Material Contract”) to which MTI or any of its Subsidiaries is a party or which bind or affect their respective properties or assets (excluding leases, subleases or other agreements for MTI Leased Real Property, all of which Contracts are disclosed in Section 5.16(b) of the MTI Disclosure Schedule, and excluding MTI Employee Plans), including full and accurate summaries of the material terms and conditions of any and all oral Contracts of MTI:

(1)	any Contract that would be required to be filed by MTI as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by MTI on a Current Report on Form 8-K;
(2)	any Contract or group of related Contracts for the purchase or lease of services, products, materials, supplies, goods, equipment, or other assets providing for either (A) annual payments by MTI in excess of $50,000.00, including any and all purchase orders; or (B) which give rise to anticipated receipts by the counterparty to the Contract of more than $50,000.00 in any calendar year, in each case that cannot be terminated on more than ninety (90) days’ notice without payment by MTI of a penalty in excess of $50,000.00;
(3)	any Contract involving the obligation of MTI to sell products or services pursuant to which the aggregate payments to become due to MTI exceeds $50,000.00 annually;
(4)	any Contract relating to the acquisition or disposition of any material business (whether by merger, stock sale, asset sale, or otherwise) pursuant to which MTI has material continuing obligations following the date of this Agreement;

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(5)	any Contract relating to any swap, forward, futures, warrant, option or other derivative transaction;
(6)	any Contract appointing any agent to act on behalf of MTI or any power of attorney;
(7)	any option, license, franchise or similar Contract;
(8)	any employment, severance, retention, change in control or similar Contract with any current or former director, officer or employee with the title of vice- president or higher of MTI in respect of which MTI has or could reasonably be expected to have ongoing payment obligations after the Closing Date;
(9)	any Contract with a Governmental Authority;
(10)	any Contract between MTI, on the one hand, and any of its Affiliates, on the other hand;
(11)	any Contract containing provisions that limit the ability of MTI or any of its Subsidiaries (or which, following the consummation of the MTI Merger, could restrict the ability of MTI or any of its Subsidiaries, including the MTI Survivor and its Subsidiaries) to compete in any business or with any Person or in any geographic area, or to sell, supply or distribute any of MTI’s services or products (including any non-compete, exclusivity, “most-favored-nation” or similar requirements) or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment is incurred, as a result of so competing or engaging;
(12)	any Contract that provides for or governs the formation, creation, operation, management or control of any strategic partnership, joint venture, joint development, or similar arrangement or partnership; and
(13)	except for arrangements entered into solely among wholly owned Subsidiaries of MTI, any Contract that relates to Indebtedness having an outstanding principal amount in excess of $50,000.00 or conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case, in connection with which the aggregate actual contingent obligations of MTI and its Subsidiaries under such contract are greater than $50,000.00.

(b) Each MTI Material Contract is valid and binding on MTI or the Subsidiary of MTI that is a party thereto and, to the Knowledge of MTI, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, and to general equitable principles, and unless expired or terminated in accordance with its terms. MTI, its Subsidiaries and, to the Knowledge of MTI, each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each MTI Material Contract. There is no default under any MTI Material Contract by MTI or any of its Subsidiaries or, to the Knowledge of MTI, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by MTI or any of its Subsidiaries or, to the Knowledge of MTI, by any other party thereto.

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Section 5.18. Anticorruption. MTI and each of its Subsidiaries, including their employees, directors, agents or other Persons acting on their behalf, have not, directly or indirectly, taken any action that would cause MTI or any of its Subsidiaries to be in violation of any Anticorruption Laws. MTI and its Subsidiaries, including their employees, directors, agents or other Persons acting on their behalf, have not, directly or indirectly, corruptly given, loaned, paid, promised, offered or authorized payment of money or anything of value to any “foreign official” as defined in the FCPA or, in violation of applicable Law, to any other government official, to secure any improper advantage or to obtain or retain business for any Person or to achieve any other purpose prohibited by the Anticorruption Laws. MTI and each Subsidiary has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws.

Section 5.19. Insurance. MTI and its Subsidiaries maintain policies of insurance, including property, fire, workers’ compensation, products Liability, directors’ and officers’ Liability and other casualty and Liability insurance, that is in form and amount as customary for MTI’s and its Subsidiaries’ types of business and as may be additionally required under the terms of any Contract or agreement. Section 5.19 of the MTI Disclosure Schedule sets forth (i) a complete and correct list of all insurance policies and fidelity bonds maintained by MTI and its Subsidiaries as of the date of this Agreement, including coverage amounts, annualized premiums, coverage limitations, deductibles applicable to each such policy, and all claims made on such policies within the past three (3) years; (ii) a complete description of any self-insurance program or similar alternative insurance measures created or entered into by MTI and any of its Subsidiaries; and (iii) true and complete copies of any insurance coverage recommendations received by MTI and any of its Subsidiaries from any insurance consultant or broker during the past three years. Each insurance policy and bond is in full force and effect, all premiums due and payable thereon have been paid, and MTI and its Subsidiaries are in full compliance with the terms of such policies and bonds. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed. There is no threatened termination of, or pending material premium increase with respect to, any such policies or bonds.

Section 5.20. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor or other firm or Person, whose fees and expenses shall be paid by MTI, is or shall be entitled to receive any brokerage, finder’s, financial advisor’s, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of MTI or any of its Affiliates.

Section 5.21. Stockholder Approval Requirement. The only vote of the stockholders of MTI required to approve the plan of merger (in accordance with Section 92A-120 of the NML) contained in this Agreement and approve the MTI Merger is the affirmative vote of the holders of not less than a majority of the outstanding shares of the MTI Common Stock (the “MTI Stockholder Approval”). No other vote of the stockholders of MTI is required by Law or MTI Organizational Documents.

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Section 5.22. State Takeover Statutes. MTI has taken all actions necessary to exempt the MTI Merger, this Agreement and the other transactions contemplated by this Agreement from the restrictions on business combinations and voting requirements contained in Sections 78.411 through 78.444 (inclusive) of the NML. No other anti-takeover or other similar statute or regulation applies to the MTI Merger, this Agreement, or any of the other transactions contemplated by this Agreement. As of the date of this Agreement, MTI does not have in effect any “poison pill” or shareholder rights plan.

Section 5.23. Customers and Suppliers. Section 5.23 of the MTI Disclosure Schedule sets forth a correct and complete list of the top 20 customers and top 20 suppliers of MTI and its Subsidiaries during its fiscal year ended December 31, and indicates with respect to each the name, address and dollar volume of business with MTI or Subsidiary (including the primary categories, based on purchases or sales, of products bought or sold). Neither MTI nor any of its Subsidiaries is required to provide any material bonding or other financial security arrangements in connection with its transactions with any customer or supplier required to be disclosed on Section 5.23 of the MTI Disclosure Schedule. Since the Financial Statement Date, no customer or supplier required to be disclosed on Section 5.23 of the MTI Disclosure Schedule has terminated or failed to renew its relationship with, or materially reduced its purchases from or sales to, MTI or any of its Subsidiaries.

Section 5.24. Transactions with Affiliates. Except as disclosed on Section 5.24 of the MTI Disclosure Schedule: (a) none of the customers, suppliers, distributors or sales Representatives of MTI is an Affiliate of MTI or is any Affiliate’s officer, director, stockholder, or any immediate family member of any officer, director, or Affiliate of MTI; (b) none of the properties or assets of MTI is owned or used by or leased to any Affiliate of MTI or of any of its officers, directors or stockholders; (c) no Affiliate of MTI or any Affiliate’s officers, directors or stockholders is a party to any MTI agreement; and (d) no Affiliate of MTI or of any of its officers, directors or stockholders provides any legal, accounting or other services to MTI.

Section 5.25. Privacy and Data Security.

(a) Section 5.25(a) of the MTI Disclosure Schedule sets forth as of the date hereof a true and complete list of all of the types of Personal Data or highly sensitive information that MTI and its Subsidiaries collects or transmits through:

(1)	its products or service offerings, and
(2)	any website or other platforms it maintains, operates or uses in the conduct of its business.

(b) Each of MTI and its Subsidiaries is, and at all times has been, in compliance with all:

(1)	Privacy Laws;
(2)	PCI Requirements;
(3)	applicable payment card brand, card association, payment processor and bank rules and requirements;
(4)	Privacy Agreements; and
(5)	federal, state, local and foreign Laws, rules and regulations pertaining to sales and marketing practices, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Telemarketing Sales Rule.

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(c)

(1)	Each of MTI and its Subsidiaries has implemented Privacy and Data Security Policies that are no less rigorous than industry best practices.
(2)	Each of MTI and its Subsidiaries is in compliance with, and has always complied with, any statutory and fiduciary obligations to safeguard the privacy of Personal Data that it collects, uses, transmits or processes through its products or service offerings, including its websites or platforms that it maintains, operates or uses in the ordinary conduct of its business.
(3)	Each of MTI and its Subsidiaries satisfies any statutory and fiduciary obligations they have to provide notice to website visitors or obtain consent for their or a third party’s use of monitoring features such as cookies or tags.
(4)	MTI and its Subsidiaries have made available a true, correct, and complete copy of each Privacy and Data Security Policy in effect at any time since the respective inceptions of MTI and its Subsidiaries.
(5)	At all times, each of MTI and its Subsidiaries has been and is in compliance with all of its Privacy and Data Security Policies.
(6)	Neither the execution, delivery, or performance of this Agreement, nor the consummation of any of the transactions contemplated under this Agreement will violate any of the Privacy Agreements, Privacy and Data Security Policies or any applicable Privacy Laws. Each of MTI and its Subsidiaries has delivered to EVI accurate and complete copies of all of the Privacy Agreements.

(d)	Each of MTI and its Affiliates/Subsidiaries has not, and currently does not, market its products and services to any Persons under the age of 13, and neither MTI nor any of its Subsidiaries knowingly collects Personal Data from any Persons under the age of 13.
(e)	There is no pending, nor has there ever been any, complaint, audit, proceeding, investigation, or claim against any of MTI or its Subsidiaries initiated by any Person or entity, any Governmental Entity, foreign or domestic or any regulatory or self- regulatory entity alleging that any Data Activity of MTI or any of its Subsidiaries:

(1)	violates any applicable Privacy Laws;
(2)	violates any Privacy Agreements;
(3)	violates any Privacy and Data Security Policies; or
(4)	constitutes an unfair, deceptive, or misleading trade practice.

(f) At all times, MTI and its Subsidiaries have taken all reasonable steps (including, without limitation, implementing, maintaining, and monitoring compliance with government-issued or industry standard measures with respect to administrative, technical and physical security) to ensure that all Personal Data in its possession or control is protected against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse. To the Knowledge of MTI, there has been no unauthorized access, use, or disclosure of Personal Data in the possession or control of MTI or any of its Subsidiaries and any of its contractors with regard to any Personal Data obtained from or on behalf of MTI or any of its Subsidiaries, nor has there been any unauthorized intrusions or breaches of security into any systems of MTI or any of its Subsidiaries.

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(g)	Each of MTI and its Subsidiaries contractually requires all third-parties, including vendors, Affiliates, and other Persons providing services to it that have access to or receive Personal Data from or on behalf of it to comply with all applicable Privacy Laws, and to take all reasonable steps to ensure that all Personal Data in such third parties’ possession or control is protected against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure or other misuse.
(h)	Section 5.25(h) of the MTI Disclosure Schedule sets forth as of the date hereof a true and complete list of all Data Centers and the geographic location of each such Data Center. Neither MTI nor any of its Subsidiaries has, nor currently does, use any third-party Data Centers or hosting-providers to store or process any Personal Data.
(i)	Neither MTI nor any of its Subsidiaries has offered any services that store, transmit or process Personal Data in, and no Data Center owned by it has stored, transmitted or processed Personal Data in, a geographical location that is outside of the continental United States. Neither MTI nor any of its Affiliates or Subsidiaries has previously stored, transmitted, processed or made available any Personal Data to a party in any jurisdiction located outside of the continental United States.
(j)

(1)	Each of MTI and its Subsidiaries has established administrative safeguards that set forth the specific individuals who can access its internal network and systems, including its software and hardware.
(2)	Each of MTI and its Subsidiaries has implemented a password protection process for its internal network and systems that utilizes strong, complex passwords that are routinely changed and are combined with one or more verification methods to create a multi-factor authentication system.
(3)	Each of MTI and its Subsidiaries has utilized data encryption methods that are no less rigorous than industry best practices to secure its network and systems from unauthorized access, including encryption of Personal Data and any other nonpublic information stored on mobile media or transmitted over any public networks or wireless networks.

(k)

(1)

Each of MTI and its Subsidiaries has adopted in the ordinary conduct of its business, policies, procedures and risk management processes to ensure the physical security of its facilities and computing environments, and that are no less rigorous than industry best practices and applicable Privacy Laws.

(2)

Each of MTI and its Subsidiaries has secured and maintained control of all physical access points, maintained effective identification procedures, ensured visibility in all high-risk areas, and has adopted policies that ensure the adequate treatment of sensitive information in public space, including, without limitation, restrictions relating to the use of monitors in open areas, keeping laptops and other retrievable items out of accessible spaces, printing in secure areas, effective mail center screening and distribution procedures, and secure trash and electronic equipment disposal methods.

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(l)	Each of MTI and its Subsidiaries has adopted policies to identify Personal Data, or any other nonpublic information that are subject to a system backup, and to specify the frequency of such backups. Each of MTI and its Subsidiaries has backed up its sensitive information using secure data backup storage systems and has limited access to the backed-up information to only such authorized Persons or employees who are identified in its respective policies as having the authority to access such backed-up information.
(m)	The products or service offerings of each of MTI and its Subsidiaries contain mechanisms such as firewall, antivirus protection, web filtering or other functions that are no less rigorous than industry best practices to lower the risk of infection from viruses or malicious routines and codes that can destroy, modify or diminish, or cause a similar effect on, its respective products or services, including its programs, equipment and devices, any part of its internal networks or systems, Personal Data or any other nonpublic information. The products or service offerings contain no disabling code, “time bombs,” time-out or deactivation functions that may terminate operations, diminish the product or services, or result in them performing in an impaired manner. The products or service offerings are free of any “viruses” including, but not limited to, “trojan horses” or “worms” that may destroy or corrupt data, and the products or service offerings do not contain any unknown code, scripts or tags, or “back doors” that could enable unauthorized access.
(n)	Section 5.25(n) of the MTI Disclosure Schedule sets forth as of the date hereof a true and complete list of all audits or checks that each of MTI and its Subsidiaries, or any third party on behalf of any of them, has performed in the prior five (5) years, any individuals or parties who conducted the audits, and results of any such audits. Each of MTI and its Subsidiaries, in the ordinary conduct of its business, has performed regular audits of its information security controls, system and procedures that are no less rigorous than industry best practices to assess its compliance with its Privacy and Data Security Policies, and has provided Buyer with complete and accurate records of the audit results.

Section 5.26. Sufficiency of Assets. The assets that MTI and its Subsidiaries will continue to have good and valid title to, or the right to use, following the Closing constitute all of the assets satisfactory for the conduct of the business and operations of MTI and its Subsidiaries as currently conducted. The structures and material equipment included in such assets are in satisfactory repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use in all material respects. There are no facts or conditions affecting any assets material to MTI that interfere with the use, occupancy or operation of such assets in any material respect.

Section 5.27. Full Disclosure. No representation or warranty of MTI in this Agreement or in any exhibit, certificate, or schedule attached or furnished, contains, or on the Closing Date will contain, any untrue statement of material fact or omits, or on the Closing Date will omit, to state any fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, not misleading. All such statements, representations, warranties, exhibits, certificates, and schedules shall be true and complete in all material respects on and as of the Closing Date as though made on that date. MTI has no Knowledge of any fact that has specific application to MTI (other than general economic or industry conditions) and that may materially adversely affect the assets, business, prospects, financial condition, or results of operations of MTI that has not been set forth in this Agreement, the MTI SEC Filings, or the MTI Disclosure Schedule.

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ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PARENT

Except as disclosed in the corresponding section of the Parent Disclosure Schedule provided in connection herewith (the “Parent Disclosure Schedule”), Parent represents and warrants to EVI and MTI as follows:

Section 6.1. Organization; Corporate Power; Corporate Records. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has all requisite corporate power and authority necessary to own, lease, and operate its properties and assets and to carry on its business as currently conducted, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority when taken together with all other such failures, is not, and would not reasonably be expected to be, individually or in the aggregate, material. Parent is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so qualified, licensed, or in good standing when taken together with all other such failures, is not, and would not reasonably be expected to be, individually or in the aggregate, material. Parent has heretofore made available to EVI and MTI a correct and complete copy of Parent’s Organizational Documents and each as so delivered is in full force and effect. Parent is not in violation of any provision of its Organizational Documents. The minute books of Parent contain true, complete and accurate records of all meetings and consents in lieu of meetings of the Parent Board and any committees thereof (or Persons performing similar functions), since the time of its incorporation. The stock ledgers of Parent are true, complete and accurate.

Section 6.2. Capitalization.

(a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock, and 40,000,000 shares of preferred stock, par value $.0001 per share (“Parent Preferred Stock”). At the close of business on the Business Day immediately preceding the date of this Agreement:

(1)	10 shares of Parent Common Stock were issued and outstanding;
(2)	0 shares of Parent Preferred Stock were issued and outstanding;
(3)	0 shares of Parent Common Stock or Parent Preferred Stock were held in Parent’s treasury; and
(4)	0 shares of Parent Common Stock were subject to outstanding Parent restricted stock units.

(b)	The Parent does not have and has not issued options or restricted stock units.
(c)	All of the shares of Parent Common Stock outstanding are duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights.

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(d) Except as set forth in Section 6.2(a) of the Parent Disclosure Schedule and except for the obligations contemplated by this Agreement, there are on the date hereof no outstanding shares of capital stock of, or other equity or voting interest in, Parent, and no outstanding (i) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities or ownership interests Parent, (ii) options, warrants, rights or other agreements or commitments to acquire from Parent, or obligations of Parent to issue, any capital stock, voting securities or other equity ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other equity ownership interests in) Parent, (iii) obligations of Parent to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in Parent, or (iv) obligations (excluding Taxes and other fees) by Parent or any of its Subsidiaries to make any payments based on the market price or value of the Parent Common Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has outstanding obligations to purchase, redeem or otherwise acquire any Parent securities described in clauses (i), (ii) and (iii) hereof.

Section 6.3. Subsidiaries.

(a)

Section 6.3(a) of the Parent Disclosure Schedule sets forth a complete and correct list of each Subsidiary of Parent, its place and form of organization, its address and each jurisdiction in which it is authorized to conduct or actually conducts business. Each Subsidiary of Parent is a corporation, partnership, limited liability company, or other business entity duly incorporated or organized (as applicable), validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers required to carry on its business as currently conducted. Each such Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary.

(b)

All the outstanding shares of capital stock of, or other equity or voting interests in each such Subsidiary are owned by Parent, free and clear of all pledges, claims, Liens, charges, options, security interests or other encumbrances of any kind, except for transfer restrictions imposed by applicable securities Laws, and are duly authorized, validly issued, fully paid and nonassessable. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, Parent does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Section 6.4. Corporate Authorization.

(a) Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution, delivery and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized by the Parent Board and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming this Agreement constitutes the legal, valid and binding agreement of EVI and MTI, constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

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(b) The Parent Board (at a meeting or meetings duly called and held, at which all directors of Parent were present or participated and voted) has unanimously adopted resolutions (i) declaring that this Agreement and the other transactions contemplated hereby are advisable and in the best interests of Parent’s stockholders, and (ii) approving and declaring advisable this Agreement and the other transactions contemplated by this Agreement, and, as of the date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Section 6.5. Non-Contravention; Filings and Consents.

(a) The execution, delivery, and performance by Parent of this Agreement or the consummation by Parent of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(1)	contravene, conflict with, or result in any violation or breach of any provision of Parent’s Organizational Documents;
(2)	assuming compliance with the matters referred to in Section 6.5 of the Parent Disclosure Schedule, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order;
(3)	require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which Parent or any Subsidiary of Parent is a party, or by which they or any of their respective properties or assets may be bound or affected; or
(4)	result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries.

(b) The execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby by Parent do not and will not require any consent, approval, authorization or Permit of, action by, filing with or notification to, any Governmental Authority.

Section 6.6. Conduct of Business. Parent was formed on March 21, 2022 in the State of Delaware and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement.

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ARTICLE VII. COVENANTS

Section 7.1. Conduct of Business of EVI and MTI Pending the Merger.

(a) EVI covenants and agrees that, during the period from the date of this Agreement until the EVI Effective Time, except with the prior written consent of MTI (such consent not to be unreasonably withheld), or as expressly contemplated by this Agreement, or as set forth in Section 7.1(a) of the EVI Disclosure Schedule, or as required by Law, the business of EVI and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and EVI and its Subsidiaries shall use their reasonable best efforts to comply with all applicable Laws, rules, and regulations and to the extent consistent therewith, use their reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business associates, to keep available the services of EVI’s and its Subsidiaries’ present employees, agents and consultants; provided, however, that during any period of full or partial suspension of operations related to a disease outbreak, including but not limited to the COVID-19 pandemic, EVI may take such actions as are reasonably necessary (A) to protect the health and safety of directors, officers, employees, agents, consultants, and contractors or (B) to respond to third-party supply or service disruptions caused by the COVID-19 pandemic; provided, further, that following any such suspension, to the extent that EVI took any actions that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as soon as reasonably practicable and (ii) use reasonable best efforts to (A) comply in all material respects with material applicable Laws, (B) preserve intact in all material respects its business organizations and relationships with its material suppliers, customers, Governmental Authorities and other material business relations and (C) keep available the services of its officers and key employees. Without limiting the generality of the foregoing, from the date of this Agreement until the EVI Effective Time, except with the prior written consent of MTI (such consent not to be unreasonably withheld), or as expressly contemplated by this Agreement, or as set forth in Section 7.1(a) of the EVI Disclosure Schedule, or as required by Law, EVI will not and will not permit any of its Subsidiaries to:

(1)	amend or propose any change to the EVI Organizational Documents or other similar governing documents;
(2)	merge or consolidate EVI or any of its Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of EVI, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses;
(3)	acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $3.6 million in any transaction or series of related transactions, other than acquisitions pursuant to Contracts in effect as of the date of this Agreement;

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(4)	except for the issuance of shares upon the exercise of employee plan options outstanding on the date of this Agreement, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of EVI Common Stock or other EVI stock or stock of any of its Subsidiaries (other than the issuance of shares by a wholly owned Subsidiary of EVI to EVI or another wholly owned Subsidiary), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities;
(5)	create or incur any Lien on any assets of EVI or any of its Subsidiaries having a value in excess of $3.6 million;
(6)	make any loans, advances, guarantees or capital contributions to or investments in any Person (other than EVI or any direct or indirect wholly owned Subsidiary of EVI) in excess of $3.6 million in the aggregate;
(7)	declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property, or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to EVI or to any other direct or indirect wholly owned Subsidiary) or enter into any Contract with respect to the voting of its capital stock;
(8)	reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock;
(9)	incur, or enter into, amend, modify or terminate any Contract with respect to, any Indebtedness for borrowed money or guarantee, or enter into, amend, modify or terminate any guarantee of, such Indebtedness of another Person, or issue, sell, enter into, amend, modify or terminate any debt securities or warrants or other rights to acquire any debt security of EVI or any of its Subsidiaries, except for: (A) Indebtedness for borrowed money incurred in an amount not to exceed $3.6 million in the aggregate; (B) Indebtedness for borrowed money incurred in replacement of existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial than the Indebtedness being replaced; (C) guarantees, incurred in compliance with this Section 7.1, by EVI of Indebtedness of wholly owned Subsidiaries of EVI; or (D) interest rate swaps that EVI or any of its Subsidiaries enter into on customary commercial terms consistent with past practice and not to exceed $3.6 million in notional amount in the aggregate;
(10)	except as provided in the capital budgets set forth in Section 7.1(a)(10) of the EVI Disclosure Schedule and consistent therewith, make or authorize any capital expenditure in excess of $3.6 million in the aggregate during any 12- month period;
(11)	make any change in any financial accounting principles, methods or practices (including any Tax accounting policies or procedures) or any of its methods of reporting income, deductions or other material items for financial or Tax accounting purposes, in each case except for any such change required by GAAP or applicable Law, including Regulation S-X under the Exchange Act;

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(12)	settle any litigation or other proceedings before a Governmental Authority (A) for an amount in excess of $500,000.00 or any obligation or Liability of EVI in excess of such amount, (B) on a basis that would result in (I) the imposition of any writ, judgment, decree, settlement, award, injunction or similar Order of any Governmental Authority that would restrict the future activity or conduct of EVI or any of its Subsidiaries or (II) a finding or admission of a violation of Law or violation of the rights of any Person by EVI or any of its Subsidiaries, or (C) that is brought by any current, former or purported holders of any capital stock or debt securities of EVI or any of its Subsidiaries relating to the transactions contemplated by this Agreement;
(13)	other than in the ordinary course of business consistent with past practice, (A) amend, modify or terminate any EVI Material Contract or Intellectual Property contract, (B) take or omit to take any action that would cause any Intellectual Property, including registrations thereof or applications for registration, to lapse, be abandoned or cancelled, or fall into the public domain, or (C) cancel, modify or waive any debts or claims held by it or waive any rights having in each case a value in excess of $500,000.00 or in the aggregate a value in excess of $2 million;
(14)	(A) make any material Tax election or material change in any Tax election, or change or consent to any change in EVI’s or any of its Subsidiaries’ method of accounting for Tax purposes, (B) file any amended Tax Return, (C) enter into any settlement or compromise of any Tax Liability of EVI or any of its Subsidiaries, (D) extend or waive the application of any statute of limitations applicable to the assessment or collection of any Tax, other than in the ordinary course of business consistent with past practice, or (E) enter into any Tax indemnification, sharing, allocation or reimbursement agreement or similar agreement, arrangement or understanding (other than a commercial Contract entered into in the ordinary course of business and not principally related to Taxes);
(15)	except as set forth in Section 7.1(a)(15) of the EVI Disclosure Schedule or as otherwise required by applicable Law, (A) grant or provide any severance or termination payments or benefits to any of its Subsidiaries, directors, officers or employees, (B) increase the compensation, bonus or pension, welfare, severance, or other benefits of, pay any bonus to, or make any new equity awards to any of its or its Subsidiaries’ directors, officers or employees, (C) establish, adopt, amend or terminate any EVI Employee Plan or amend the terms of any outstanding equity-based awards, (D) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any of the EVI Employee Plans, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any EVI Employee Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (F) forgive any loans to any of its or of any of its Subsidiaries’ directors, officers or employees, (G) terminate the employment (other than for cause) of any EVI Business Employee, or hire any EVI or Subsidiary employee, except for hiring in the ordinary course of business to fill an existing vacancy, provided that EVI shall first obtain Parent’s written consent (such consent not to be unreasonably withheld) before the hiring of any (i) management or executive personnel, (II) individual for a position having an annual base compensation of over $150,000.00, or (ii) group of individuals for positions having annual base compensation in the aggregate of over $300,000.00, or (H) enter into any negotiations concerning any collective-bargaining agreement or understanding with a labor union or organization with respect to any EVI Business Employees;

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(16)	voluntarily abandon, dispose of, or permit to lapse any Permit material to the business of EVI and of its Subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice or (B) as required by applicable Law;
(17)	take any action or omit to take any action that is reasonably likely to result in any of the conditions precedent to the consummation of the EVI Merger set forth in Section 7.1(b) hereof and the other transactions contemplated hereby not being satisfied; or
(18)	agree, authorize or commit to do any of the foregoing.

(b) MTI covenants and agrees that, during the period from the date of this Agreement until the Effective Time, except with the prior written consent of EVI (such consent not to be unreasonably withheld), or as expressly contemplated by this Agreement, or as set forth in Section 7.1(b) of the MTI Disclosure Schedule, or as required by Law, the business of MTI and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and MTI and its Subsidiaries shall use their reasonable best efforts to comply with all applicable Laws, rules and regulations and to the extent consistent therewith, use their reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business associates, to keep available the services of MTI’s and its Subsidiaries’ present employees, agents and consultants; provided, however, that during any period of full or partial suspension of operations related to a disease outbreak, including but not limited to the COVID-19 pandemic, MTI may take such actions as are reasonably necessary(A) to protect the health and safety of directors, officers, employees, agents, consultants, and contractors or (B) to respond to third-party supply or service disruptions caused by the COVID-19 pandemic; provided, further, that following any such suspension, to the extent that MTI took any actions that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as soon as reasonably practicable and (ii) use reasonable best efforts to (A) comply in all material respects with material applicable Laws, (B) preserve intact in all material respects its business organizations and relationships with its material suppliers, customers, Governmental Authorities and other material business relations and (C) keep available the services of its officers and key employees. Without limiting the generality of the foregoing. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except with the prior written consent of EVI (such consent not to be unreasonably withheld), or as expressly contemplated by this Agreement, or as set forth in Section 7.1(b) of the MTI Disclosure Schedule, or as required by Law, MTI will not and will not permit any of its Subsidiaries to:

(1) amend or propose any change to MTI Organizational Documents or other similar governing documents;

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(2)	merge or consolidate MTI or any of its Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of MTI, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses;
(3)	acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $400,000 in any transaction or series of related transactions, other than acquisitions pursuant to contracts in effect as of the date of this Agreement;
(4)	except for the issuance of shares upon the exercise of employee plan options outstanding on the date of this Agreement, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of MTI Common Stock or other MTI stock or stock of any of its Subsidiaries (other than the issuance of shares by a wholly owned Subsidiary of MTI to MTI or another wholly owned Subsidiary), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities;
(5)	create or incur any Lien on any assets of MTI or any of its Subsidiaries having a value in excess of $400,000.00;
(6)	make any loans, advances, guarantees, or capital contributions to or investments in any Person (other than MTI or any direct or indirect wholly owned Subsidiary of MTI) in excess of $400,000.00 in the aggregate;
(7)	declare, set aside, make, or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to MTI or to any other direct or indirect wholly owned Subsidiary) or enter into any Contract with respect to the voting of its capital stock;
(8)	reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock;

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(9)	incur, or enter into, amend, modify, or terminate any Contract with respect to, any Indebtedness for borrowed money or guarantee, or enter into, amend, modify or terminate any guarantee of, such Indebtedness of another Person, or issue, sell, enter into, amend, modify, or terminate any debt securities or warrants or other rights to acquire any debt security of MTI or any of its Subsidiaries, except for: (A) Indebtedness for borrowed money not to exceed $400,000.00 in the aggregate, (B) Indebtedness for borrowed money incurred in replacement of existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial than the Indebtedness being replaced, (C) guarantees, incurred in compliance with this Section 7.1, by MTI of Indebtedness of wholly owned Subsidiaries of MTI or (D) interest rate swaps that MTI or any of its Subsidiaries enters into on customary commercial terms consistent with past practice and not to exceed $400,000.00 in notional amount in the aggregate;
(10)	except as provided in the capital budgets set forth in Section 7.1(b)(10) of the MTI Disclosure Schedule and consistent therewith, make or authorize any capital expenditure in excess of $400,000.00 in the aggregate during any 12- month period;
(11)	make any change in any financial accounting principles, methods, or practices (including any Tax accounting policies or procedures) or any of its methods of reporting income, deductions, or other material items for financial or Tax accounting purposes, in each case except for any such change required by GAAP or applicable Law, including Regulation S-X under the Exchange Act;
(12)	settle any litigation or other proceedings before a Governmental Authority (A) for an amount in excess of $250,000.00 or any obligation or Liability of MTI in excess of such amount, (B) on a basis that would result in (I) the imposition of any writ, judgment, decree, settlement, award, injunction, or similar Order of any Governmental Authority that would restrict the future activity or conduct of MTI or any of its Subsidiaries or (II) a finding or admission of a violation of Law or violation of the rights of any Person by MTI or any of its Subsidiaries, or (C) that is brought by any current, former or purported holders of any capital stock or debt securities of MTI or any of its Subsidiaries relating to the transactions contemplated by this Agreement;
(13)	other than in the ordinary course of business consistent with past practice, (A) amend, modify or terminate any MTI Material Contract or Intellectual Property contract, (B) take or omit to take any action that would cause any Intellectual Property, including registrations thereof or applications for registration, to lapse, be abandoned or cancelled, or fall into the public domain, or (C) cancel, modify or waive any debts or claims held by it or waive any rights having in each case a value in excess of $125,000.00 or in the aggregate a value in excess of $500,000.00;
(14)	(A) make any material tax election or material change in any tax election, (B) change or consent to any change in MTI’s or any of its Subsidiaries’ method of accounting for Tax purposes, (C) file any material amended Tax Return, (D) enter into any settlement or compromise of any tax Liability of MTI or any of its Subsidiaries, (E) extend or waive the application of any statute of limitations applicable to the assessment or collection of any Tax, other than in the ordinary course of business consistent with past practice, or (F) enter into any Tax indemnification, sharing, allocation or reimbursement agreement or similar agreements, arrangements or understandings (other than any commercial Contract entered into in the ordinary course of business not principally related to Taxes);

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(15)	except as set forth in Section 7.1(b)(15) of the MTI Disclosure Schedule or as otherwise required by applicable Law, (A) grant or provide any severance or termination payments or benefits to any of the Subsidiaries of MTI, directors, officers, or employees, (B) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any of its or its Subsidiaries’ directors, officers, or employees, (C) establish, adopt, amend, or terminate any MTI Employee Plan or amend the terms of any outstanding equity-based awards, (D) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any of the MTI Employee Plans, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any MTI Employee Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (F) forgive any loans to any of its or of any of the MTI’s Subsidiaries’ directors, officers or employees, (G) terminate the employment (other than for cause) of any MTI Business Employee, or hire any MTI or Subsidiary employee, except for hiring in the ordinary course of business to fill an existing vacancy, provided that MTI shall first obtain EVI’s written consent before the hiring of any (I) management or executive personnel, (II) individual for a position having an annual base compensation of over $150,000.00, or (III) group of individuals for positions having annual base compensation in the aggregate of over $300,000.00, or (H) enter into any negotiations concerning any collective-bargaining agreement or understanding with a labor union or organization with respect to any MTI Business Employees;
(16)	voluntarily abandon, dispose of, or permit to lapse any Permit material to the business of MTI and of its Subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice or (B) as required by applicable Law;
(17)	take any action or omit to take any action that is reasonably likely to result in any of the conditions precedent to the consummation of the MTI Merger set forth in Section 8.1(b) hereof and the other transactions contemplated hereby not being satisfied; or
(18)	agree, authorize, or commit to do any of the foregoing.

(c) Prior to making any written material broad-based communications to the directors, officers or employees of EVI or its Subsidiaries or MTI or its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, each of EVI and the MTI shall provide each other with a copy of the intended communication, each of and EVI and MTI shall have a reasonable period of time to review and comment on the communication, and each of EVI and MTI shall cooperate in providing any such mutually agreeable communication.

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(d) Nothing contained in this Agreement is intended to give MTI, directly or indirectly, the right to control or direct EVI’s or its Subsidiaries’ operations prior to the EVI Effective Time, and nothing contained in this Agreement is intended to give EVI, directly or indirectly, the right to control or direct MTI’s or its Subsidiaries’ operations. Prior to the EVI Effective Time or the MTI Effective Time, as applicable, each of MTI and EVI shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 7.2. No Solicitation; Board Recommendation.

(a) Notwithstanding anything else in this Agreement, each of EVI and MTI shall not, nor shall either authorize or permit any of its Subsidiaries to, nor shall either authorize or permit any of its directors, officers or employees or any of its Subsidiaries or any investment banker, attorney, accountant, or other advisor or agent or Representative of it or any of its Subsidiaries to, directly or indirectly,

(1)

solicit, initiate, knowingly encourage, or knowingly facilitate any Acquisition Proposal or any inquiry, offer, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal; or

(2)

enter into, engage in, continue or otherwise participate in any discussions or negotiations relating to any Acquisition Proposal, or furnish to any Person any information relating to it or any of its Subsidiaries or provide access to its or any of its Subsidiaries’ properties, books and records, confidential information, or data to any Person with respect to, or otherwise cooperate in any way with any Person regarding, any Acquisition Proposal;

provided, however, as to the limitations set forth in (1) and (2), that at any time prior to obtaining the EVI Stockholder Approval or the MTI Stockholder Approval, as applicable, in response to a bona fide written unsolicited Acquisition Proposal that the EVI Board or the MTI Board, as applicable, determines in good faith constitutes or could reasonably be expected to lead to an EVI Superior Proposal or MTI Superior Proposal, as applicable, and which Acquisition Proposal did not result from a breach of this Section 7.2 or any other provision of this Agreement, EVI or MTI may, and may permit and authorize its Representatives and its Subsidiaries and its Subsidiaries’ Representatives to, in each case subject to compliance with Section 7.2(c) and the other provisions of this Agreement, (A) furnish information with respect to it and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a confidentiality agreement which contains terms that are no less restrictive than those contained in the confidentiality agreement between MTI and EVI as contained in the Letter of Intent dated November 19, 2021 (as it may be amended from time to time, the “Confidentiality Agreement”); provided that all such information had been provided or made available, or is concurrently provided or made available, to the other Parties, and (B) participate in discussions or negotiations with, and only with, the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal. Without limiting the generality of the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by (x) any director, officer, or employee of EVI or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or agent or Representative of EVI or any of its Subsidiaries shall be deemed to be a breach of this Section 7.2(a) by EVI and (y) any director, officer, or employee of MTI or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or agent or Representative of MTI or any of its Subsidiaries shall be deemed to be a breach of this Section 7.2(a) by MTI.

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(b) Neither the EVI Board, the MTI Board, nor any committee of either shall (or shall agree or resolve to):

(1)	withdraw or modify in a manner adverse to Parent or, Merger Sub E or Merger Sub M, as applicable, or propose publicly to withdraw or modify in a manner adverse to Parent or, Merger Sub E or Merger Sub M, as applicable, the recommendation or declaration of advisability by such board of directors or any such committee of this Agreement or the EVI Merger or MTI Merger, as applicable (any such action or any resolution or agreement to take such action being referred to herein as an “Adverse Recommendation Change”),
(2)	recommend, declare advisable or propose to recommend or declare advisable, the approval or adoption of any Acquisition Proposal or resolve or agree to take any such action, or adopt or approve any Acquisition Proposal, or
(3)	cause or permit EVI or MTI to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other agreement (each, an “Acquisition Agreement” constituting or related to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal (other than a Confidentiality Agreement referred to in Section 7.2(a)), or resolve or agree to take any such action;

provided, however, at any time prior to the EVI Stockholder Approval or the MTI Stockholder Approval, as applicable, the EVI Board or the MTI Board may, in response to receipt of an EVI Superior Proposal or MTI Superior Proposal, as applicable, that has not been withdrawn, effect an Adverse Recommendation Change; provided that the EVI Board or the MTI Board determines in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, that the failure to do so is reasonably likely to result in a breach of its fiduciary duties to its stockholders under applicable Law; and provided, further, that neither the EVI Board or the MTI Board may effect such an Adverse Recommendation Change unless (A) it shall have first provided prior written notice to each other Party (an “Adverse Recommendation Change Notice”) that it is prepared to effect an Adverse Recommendation Change in response to an EVI Superior Proposal or MTI Superior Proposal, as applicable,which notice shall attach the most current version of any written agreement relating to the transaction that constitutes such EVI Superior Proposal or MTI Superior Proposal, as applicable, and (B) no other Party makes, within five (5) Business Days after the receipt of such notice, a proposal that would, in the reasonable good faith judgment of the EVI Board or MTI Board, as applicable (after consultation with a financial advisor of national reputation and outside legal counsel), cause the offer previously constituting an EVI Superior Proposal or MTI Superior Proposal, as applicable, to no longer constitute an EVI Superior Proposal or MTI Superior Proposal, as applicable (it being understood and agreed that any amendment or modification of such EVI Superior Proposal or MTI Superior Proposal, as applicable, shall require a new Adverse Recommendation Change Notice and a new five (5) Business Day period).

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Each of EVI and MTI agrees that, during the five (5) Business Day period prior to its effecting an Adverse Recommendation Change, it and its Representatives shall negotiate in good faith with the other Parties and their Representatives regarding any revisions to the terms of the EVI Merger or the MTI Merger and the other transactions contemplated by this Agreement.

(c) In addition to the obligations of EVI and MTI set forth in paragraphs Section 7.2(a) and Section 7.2(b) of this Section 7.2, each of EVI and MTI shall, as promptly as possible and in any event within twenty-four (24) hours after the receipt thereof, advise the other Parties orally and in writing of

(1)

any Acquisition Proposal or any request for information or inquiry or other communication that it reasonably believes could lead to or contemplates an Acquisition Proposal and

(2)

the terms and conditions of such Acquisition Proposal, request, or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the Person making any such Acquisition Proposal, request, or inquiry. Commencing upon the provision of any notice referred to above, the Party providing such notice (or its outside counsel) shall (A) on a daily basis at mutually agreeable times, advise and confer with each other Party (or its outside counsel) regarding the progress of negotiations concerning any Acquisition Proposal, the material resolved and unresolved issues related thereto and any other matters identified with reasonable specificity by any such Party (or its outside counsel) and the material details (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request, or inquiry and (B) promptly upon receipt or delivery thereof, provide each other Party (or its outside counsel) with copies of all documents and material written or electronic communications relating to any such Acquisition Proposal (including the financing thereof), request, or inquiry exchanged between EVI or MTI, as applicable, their Subsidiaries, or any of their respective officers, directors, employees, investment bankers, attorneys, accountants or other advisors or Representatives, on the one hand, and the Person making an Acquisition Proposal or any of its Affiliates, or their respective officers, directors,employees, investment bankers, attorneys, accountants or other advisors or Representatives, on the other hand.

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(d) Nothing contained in this Section 7.2 or elsewhere in this Agreement shall prohibit EVI or MTI from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 (17 C.F.R. 240.14d-9) and Rule 14e-2(a) (17 C.F.R. 240.14e-2) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if, in the good faith judgment of the EVI Board or MTI Board, upon consultation with its outside counsel, such disclosure is required by applicable Law; provided, however, that in no event shall EVI, MTI, the EVI Board, or the MTI Board or any committee thereof take, or agree or resolve to take any action prohibited by Section 7.2(b).

Section 7.3. Access to Information.

(a)	From and after the date of this Agreement, EVI and MTI shall (i) give to the other Parties and their Representatives access to its and its Subsidiaries’ offices, properties, books, records, documents, directors, officers and employees during normal business hours, (ii) furnish to each other Party such financial, tax and operating data and other information as any such Party and its Representatives may reasonably request (including the work papers of its independent accountants upon receipt of any required consent from such independent accountants), and (iii) instruct its Representatives to cooperate with each other Party and their Representatives in any such Party’s investigation; provided, however, that EVI and MTI may restrict the foregoing access to the extent that (i) any applicable Law requires it to restrict or prohibit access to any such properties or information, (ii) the disclosure of such information to the applicable Party would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement, (iii) such restriction is required to comply with any COVID-19 Measure, or (iv) such disclosure could reasonably be expected to cause the loss of any attorney-client or similar legal privilege.
(b)	Any investigation pursuant to this Section 7.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of EVI or MTI. Each Party hereby agrees that it shall treat any such information obtained by it in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement.
(c)	Information obtained by any Party pursuant to Section 7.3(a) shall not prejudice any of its rights or remedies at Law or in equity.

Section 7.4. Efforts to Closing; Government Filings.

(a) Subject to the terms and conditions of this Agreement, each of Parent, EVI and MTI shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law to consummate the EVI Merger, the MTI Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the EVI Merger, MTI Merger, and other transactions contemplated hereby and to fully carry out the purposes of this Agreement.

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(b) Nothing in this Section 7.4 shall be interpreted to prohibit, restrict, limit or restrain EVI or MTI from engaging in litigation, including litigation to prevent the imposition by any Governmental Authority of any undertaking, condition, consent decree, hold separate Order, divestiture, operational restriction, or limitation or other action by any Governmental Authority that, if effected, would reasonably be expected to restrict, limit, restrain or impair (A) Parent’s ability to own, operate, retain or change all or a material portion of the assets, licenses, operations, rights, product lines, businesses or interest therein of EVI, MTI or any of their Subsidiaries or other Affiliates from and after the EVI Effective Time or MTI Effective Time, as applicable, or any of the assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any of its Subsidiaries or other Affiliates (including, without limitation, by requiring any sale, divestiture, transfer, license, lease, disposition of or encumbrance or hold separate arrangement with respect to any such assets, licenses, operations, rights, product lines, businesses or interest therein) or (B) Parent’s ability to vote, transfer, receive dividends, or otherwise exercise full ownership rights with respect to the stock of the EVI Survivor and the MTI Survivor. EVI and MTI shall have the sole and exclusive right to direct and control any such litigation, with counsel of its own choosing, and Parent shall reasonably cooperate with EVI and MTI with respect thereto. Notwithstanding anything else in this Agreement, in no event shall Parent, EVI, or MTI be obligated to agree to any such imposition of remedy by any Governmental Authority that is not conditional on the consummation of the EVI Merger or the MTI Merger, as applicable, and the other transactions contemplated by this Agreement.

(c) Notwithstanding anything else in this Agreement, with respect to the matters covered in this Section 7.4, it is agreed that EVI, after consulting with MTI and Parent, shall make all decisions, lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by, any Governmental Authority, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings challenging, the consummation of the EVI Merger, the MTI Merger and the other transactions contemplated by this Agreement. Parent and MTI agrees to take such reasonable actions as are deemed prudent by EVI to secure needed approvals from any Governmental Authority and to assist EVI in litigating or otherwise contesting objections to, or proceedings challenging, the consummation of the EVI Merger, the MTI Merger and the other transactions contemplated by this Agreement. Neither MTI nor Parent shall permit any of its Representatives to participate in any meeting with any Governmental Authority in respect of any filings, investigation, proceeding or other inquiry unless it consults with EVI in advance and, to the extent permitted by such Governmental Authority, gives EVI the opportunity to attend and participate thereat. EVI shall keep Parent and MTI informed with respect to communications with any Governmental Authority, and will, to the extent reasonably practicable and not prohibited by such Governmental Authority, give Parent and MTI the opportunity to attend and, consistent with the provisions of this subparagraph, participate thereat.

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(d) Notwithstanding anything else in this Agreement, neither EVI nor any of its Affiliates shall be required to agree or consent to any structural or conduct remedy in connection with the transactions contemplated by this Agreement.

Section 7.5. Indemnification, Exculpation, and Insurance.

(a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the EVI Effective Time or MVI Effective Time, as applicable, now existing in favor of the current or former directors or officers of EVI, MTI and their respective Subsidiaries as provided in their respective Organizational Documents shall be assumed by the EVI Survivor or MVI Survivor, as applicable, in the Mergers, without further action, at the EVI Effective Time or MVI Effective Time, as applicable, and shall survive the Mergers and shall continue in full force and effect in accordance with their terms, and Parent shall cause the EVI Survivor, MTI Survivor and their respective successors and assigns to comply with and honor the foregoing obligations without modification thereof.

(b) In the event that the EVI Survivor, MTI Survivor or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any Person, or if Parent dissolves the EVI Survivor or MTI Survivor, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the EVI Survivor or MTI Survivor, as applicable, assume the obligations set forth in this Section 7.5.

(c) The obligations of Parent, the EVI Survivor, and the MTI Survivor under this Section 7.5 shall survive the EVI Effective Time and MTI Effective Time, as applicable, and the consummation of the Mergers and shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnified party to whom this Section 7.5 applies without the consent of such affected indemnified party. Notwithstanding anything else in this Agreement, (i) the obligations of Parent and the EVI Survivor, MTI Survivor or their respective successors shall be subject to any limitation imposed by applicable Law (including any limitation on EVI’s or MTI’s ability to indemnify its own directors and officers) and (ii) Parent shall have no obligation to maintain the existence of the EVI Survivor or the MTI Survivor following the Effective Time.

Section 7.6. Takeover Laws. EVI and MTI shall take all steps necessary to exclude the applicability of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation enacted under any federal, state, local or foreign Law (collectively, “Takeover Laws”), or to assist in any challenge by Parent or,Merger Sub E or Merger Sub M, as applicable, to the validity or applicability of any Takeover Laws to the Mergers or any other transaction contemplated by this Agreement.

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Section 7.7. Stockholder Approval.

(a)

EVI shall, as promptly as reasonably practicable following the date on which the Form S-4 is declared effective under the Securities Act of 1933, in accordance with customary timing in consultation with Parent, take all action necessary to establish a record date (which shall be as promptly as reasonably practicable following the date of this Agreement), to duly call, give notice of, convene and hold a meeting of its stockholders (the “EVI Stockholder Meeting”) for the sole purpose of obtaining the EVI Stockholder Approval required in connection with this Agreement and the EVI Merger, and shall use its reasonable best efforts to (i) cause any notice required by the DGCL or Rule 257 of the Securities Act of 1933, to be mailed to EVI’s stockholders or filed with the SEC, as applicable, and to hold the EVI Stockholder Meeting as soon as reasonably practicable under the Securities Act and (ii) solicit the EVI Stockholder Approval. Except as specifically permitted by Section 7.2, the EVI Board shall continue to recommend that EVI’s stockholders vote in favor of the adoption of the Agreement and EVI shall use its reasonable best efforts to obtain the EVI Stockholder Approval in order to consummate the EVI Merger.

(b)

MTI shall, as promptly as reasonably practicable following the date on which the Form S-4 is declared effective under the Securities Act of 1933, in accordance with customary timing in consultation with Parent, take all action necessary to establish a record date (which shall be as promptly as reasonably practicable following the date of this Agreement), to duly call, give notice of, convene and hold a meeting of its stockholders (the “MTI Stockholder Meeting”) for the sole purpose of obtaining the MTI Stockholder Approval required in connection with this Agreement and the MTI Merger, and shall use its reasonable best efforts to (i) cause any notice required by the NML or Rule 257 of the Securities Act of 1933, to be mailed to MTI’s stockholders or filed with the SEC, as applicable, and to hold the MTI Stockholder Meeting as soon as reasonably practicable under the Securities Act and (ii) solicit the MTI Stockholder Approval. Except as specifically permitted by Section 7.2, the MTI Board shall continue to recommend that MTI’s stockholders vote in favor of the adoption of the Agreement and MTI shall use its reasonable best efforts to obtain the MTI Stockholder Approval in order to consummate the MTI Merger.

Section 7.8. Securityholder Litigation. Each of EVI and MTI shall give Parent the opportunity, subject to a customary joint defense agreement, to participate in, but not control, the defense or settlement of any litigation against EVI, MTI and/or their respective directors relating to the transactions contemplated by this Agreement, and no settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld).

Section 7.9. Press Releases. Except as otherwise provided in Section 7.2, Parent, MTI, and EVI shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement, the Mergers or the other transactions contemplated hereby and shall not issue any such press release or make any such other public statement without the consent of the other Parties, which shall not be unreasonably withheld, except as such release or statement may be required by applicable Law or any listing agreement with or rule of any national securities exchange, in which case the Party required to make the release or statement shall consult with the other Parties about, and allow the other Parties reasonable time (to the extent permitted by the circumstances) to comment on, such release or statement in advance of such issuance, and the Party will consider such comments in good faith.

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Section 7.10. Notification of Certain Matters. Except as prohibited by applicable Law, each of EVI, MTI and Parent shall promptly notify the other Parties in writing of:

(a)	any inaccuracy of any representation or warranty contained in this Agreement or any failure to comply with any covenant to be complied with under this Agreement such that the conditions set forth in Article VIII hereof would not be satisfied;
(b)	the failure of such Party to perform in any material respect any obligation to be performed by it under this Agreement;
(c)	any notice or other communication from any Person alleging that notice to or consent of such Person is required in connection with the Mergers or the other transactions contemplated by this Agreement;
(d)	any notice or other communication from any customer, distributor or reseller to the effect that such customer, distributor or reseller is terminating or otherwise materially adversely modifying its relationship with such Party or any of its Subsidiaries as a result of the Mergers or the other transactions contemplated by this Agreement;
(e)	any material notice or other material communication from any Governmental Authority in connection with the Mergers or the other transactions contemplated by this Agreement, and a copy of any such notice or communication shall be furnished to the other Parties, together with the written notice required by this Section;
(f)	any filing or notice made by such Party with any Governmental Authority in connection with the Mergers or the other transactions contemplated by this Agreement, and a copy of any such filing or notice shall be furnished to the other Parties together with the written notice required by this Section;
(g)	any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of EVI, MTI or Parent, as applicable, threatened against, relating to or involving or otherwise affecting EVI, MTI or any of their respective Subsidiaries or Parent or any of its Subsidiaries, as applicable, or that relate to the consummation of the Mergers or the other transactions contemplated by this Agreement; and
(h)	the occurrence of any matters or events that individually or in the aggregate would be reasonably likely to result in any condition to the transactions contemplated hereby and set forth in Article VIII hereof not being satisfied; provided, however, that no such notification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of any Party (or remedies with respect thereto) or the conditions to the obligations of any Party under this Agreement.

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Section 7.11. Updates to Disclosure Schedule. Each of EVI and MTI shall promptly, but in no event later than five (5) Business Days prior to the Closing, supplement or amend the EVI Disclosure Schedule and MTI Disclosure Schedule, respectively, (each such supplement or amendment, a “Disclosure Schedule Update”) with respect to any matter arising after the date hereof and prior to the Closing that would otherwise constitute a breach of any representation, warranty, covenant or agreement contained herein if the EVI Disclosure Schedule and MTI Disclosure Schedule, as applicable, were dated as of the date of the occurrence, existence or discovery of such matter; provided, however, no Disclosure Schedule Update shall be deemed to supplement or amend the EVI Disclosure Schedule or the MTI Disclosure Schedule and shall not affect the fulfillment of any closing condition or be deemed a waiver by the other Party of any of its rights, including its right to terminate this agreement pursuant to Section 9.1 of this Agreement. Notwithstanding anything to the contrary in this Agreement, if MTI or EVI has the right to, but does not elect to, terminate this Agreement within ten (10) days after its receipt of a Disclosure Schedule Update from the disclosing Party, then the Party receiving such Disclosure Schedule Update from the disclosing Party shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.

Section 7.12. Rule 16b-3. Notwithstanding anything else in this Agreement, prior to the EVI Effective Time or MTI Effective Time, as applicable, each of EVI and MTI shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause disposition of EVI equity securities or MTI equity securities, as applicable, (including derivative securities) pursuant to the transactions contemplated by this Agreement to be exempt under Rule 16b-3 (17 C.F.R. 240.16b-3) promulgated under the Exchange Act in accordance with that certain No-Action Letter dated January 12, 1999 (1999 SEC No-Act. LEXIS 29 (SEC No-Act. 1999)), issued by the SEC regarding such matters.

Section 7.13. Certain Tax Matters. Each Party shall each use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment and shall not take any action that would or reasonably be expected to prevent or impede such qualification. Each Party will each report the Mergers and the other transactions contemplated by this Agreement in a matter consistent with such qualification. The Parties shall cooperate in good faith with reasonable requests made by the other Parties to determine the qualification of the Mergers for the Intended Tax Treatment, including in connection with the preparation and filing of any Joint Proxy Statement or the Form S-4. Such cooperation shall include, if applicable, providing a certificate executed by an officer of the applicable Party with applicable representations and warranties reasonably requested by another Party’s tax advisors in connection with the delivery of an opinion regarding the qualification of the Mergers for the Intended Tax Treatment. Each Party shall use its reasonable best efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause to be untrue) any of the representations included in any such certificates described in this Section 7.13. It is understood and agreed that the Parties’ right to take any action disclosed in Section 7.1(a) of the EVI Disclosure Schedule or Section 7.1(b) of the MTI Disclosure Schedule, as applicable, will be subject to and subordinate to the Parties’ respective obligations under this Section 7.13.

Section 7.14. Transfer Taxes. All share transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Mergers shall be paid by Parent, and, prior to the EVI Effective Time or MTI Effective Time, as applicable, each of EVI and MTI shall cooperate with Parent in preparing, executing and filing any applicable Tax Returns required with respect to such Transfer Taxes.

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Section 7.15. SEC Filings; EVI Stockholder Meeting and MTI Stockholder Meeting.

(a) Preparation of Form S-4 and Proxy Statement/Prospectus.

(i) As reasonably promptly as practicable following the date of this Agreement, EVI, MTI and Parent shall jointly prepare and Parent shall cause to be filed with the SEC the Form S-4, which will include the Proxy Statement/Prospectus to be sent to the stockholders of EVI and MTI relating to the EVI Stockholders Meeting and the MTI Stockholders Meeting, and will also constitute a prospectus with respect to the shares of Parent Common Stock issuable to the stockholders of EVI and MTI in the Mergers. Each of Parent, EVI and MTI will use its reasonable best efforts to have the Form S-4 declared effective and the Proxy Statement/Prospectus cleared by the SEC as promptly as practicable after the filing thereof with the SEC and to keep the Form S-4 effective for so long as necessary to consummate the Mergers and the other transactions contemplated hereby, and each of MTI and EVI shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the holders of its capital stock as promptly as practicable after the Form S-4 shall have become effective and the Proxy Statement/Prospectus shall have been cleared by the SEC. Each of EVI, MTI and Parent shall furnish all non-privileged information concerning such Party as may be reasonably requested by any other Party in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement/Prospectus. No filing of the Form S-4 will be made by Parent, and no filing of the Proxy Statement/Prospectus will be made by EVI or MTI, in each case, without providing each other Party with a reasonable opportunity to review and comment thereon.

(ii) Parent undertakes that none of the information supplied or to be supplied by or on behalf of it specifically for inclusion or incorporation by reference in the Form S-4 will: (A) at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) at the time it is first mailed to EVI’s and MTI’s stockholders or at the time of the EVI Stockholders Meeting and the time of the MTI Stockholders meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(iii) Each of EVI and MTI undertakes that none of the information supplied or to be supplied by or on behalf of it specifically for inclusion or incorporation by reference in the Form S-4 will: (A) at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) at the time it is first mailed to its stockholders or at the time of the EVI Stockholders Meeting and the time of the MTI Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

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(iv) If at any time prior to the EVI Effective Time or MTI Effective Time, any information should be discovered by Parent, MTI or EVI that should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and each of the Parties shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required under applicable Law, disseminated to the stockholders of EVI and MTI; provided, however, that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the remedies available hereunder to any party.

(v) EVI, MTI and Parent shall each use their reasonable best efforts to cause the Form S-4 and the Proxy Statement/Prospectus to comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act (A) at the times the Form S-4 is filed with the SEC and at the time the Form S-4 becomes effective, (B) at the times the Proxy Statement/Prospectus is mailed to EVI’s and MTI’s stockholders, and (C) at the time of the EVI Stockholders Meeting and the MTI Stockholders Meeting, and shall promptly notify each other upon the receipt of any comments, whether oral or written, from the SEC or the staff of the SEC on, or any request from the SEC or the staff of the SEC for amendments or supplements to, the Proxy Statement/Prospectus or the Form S-4, and shall provide each other with copies of all correspondence (and a summary of all substantive oral communications) with the SEC or the staff of the SEC with respect to the S-4 or the Proxy Statement/Prospectus. Each of EVI, MTI and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement/Prospectus or the Form S-4. Each Party shall cooperate and provide the other Parties with a reasonable opportunity to review and comment on any substantive correspondence (including responses to SEC comments) or amendments or supplements to the Proxy Statement/Prospectus or the Form S-4 prior to filing with the SEC, and shall provide to the other Parties a copy of all such filings made with the SEC.

(vi) Except for the purpose of disclosing any Adverse Recommendation Change, no amendment or supplement to the Proxy Statement/Prospectus or the Form S-4, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by EVI, MTI or Parent without the approval of the other Parties, which approval shall not be unreasonably withheld, delayed or conditioned (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement/Prospectus or Form S-4 to the extent such amendment or supplement is required to be included therein so that the Proxy Statement/Prospectus or Form S-4 will not contain an untrue statement of a material fact or omit to state any 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 are made, not misleading as may be required by Rule 10b-5 or Rule 14a-9 under the Exchange Act or Section 11 or Section 12 of the Securities Act).

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(vii) Parent shall also use its reasonable best efforts to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) reasonably required to be taken under any applicable state securities or “blue sky” laws in connection with the issuance of shares of Parent Common Stock in the Mergers, and each of MTI and EVI shall furnish all information concerning it as Parent may reasonably request in connection with any such action.

(viii) Each of Parent, MTI, and EVI, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any amendment or supplement thereto has been filed, the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction.

(b) Stockholders Meetings. Each of MTI and EVI shall, as reasonably promptly as practicable after the later of the date on which the Form S-4 is declared effective under the Securities Act and the date on which the SEC confirms that it has no further comments on the Proxy Statement/Prospectus (such later date, the “SEC Clearance Date”), duly call, give notice of, convene and hold its stockholders meeting for the purpose of seeking the EVI Stockholder Approval and the MTI Stockholder Approval, respectively. Without the prior written consent of Parent, the foregoing shall be the only matter (other than procedure matters) which EVI and MTI shall propose to be acted on by the holders of Company Capital Stock at the stockholders meetings. In connection with the foregoing, each of MTI and EVI shall (x) file the definitive Proxy Statement/Prospectus with the SEC and cause the definitive Proxy Statement/Prospectus to be mailed to its stockholders as of the record date established for its stockholders meeting as promptly as practicable (and in any event within five (5) Business Days) after the SEC Clearance Date; and (y) subject to Section 7.7, solicit stockholder approval of the applicable Merger. Each of EVI and MTI shall, through its board of directors, (i) recommend to its stockholders that they give stockholder approval of the applicable Merger (the “Recommendation”), (ii) include such recommendation in the Proxy Statement/Prospectus, in each case, except to the extent that the applicable board of directors shall have made an Adverse Recommendation Change as permitted by Section 7.2(b), and (iii) solicit and use its reasonable best efforts to obtain the EVI Stockholder Approval or the MTI Stockholder Approval, as applicable. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which its stockholders meeting is scheduled, MTI or EVI reasonably believes that it will not have enough shares of its capital stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders meeting, it may postpone or adjourn, or make one or more successive postponements or adjournments of, such stockholders meeting for the purpose of obtaining sufficient proxies or constituting a quorum. In addition, each of EVI and MTI may postpone or adjourn its stockholders meeting (i) with the consent of Parent, (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that it has determined in good faith, after consultation with outside legal counsel, is necessary under applicable Law and to be disseminated and reviewed by its stockholders prior to its stockholders meeting, and (iii) solicit and use its reasonable best efforts to obtain the EVI Stockholder Approval or the MTI Stockholder Approval, as applicable. Once each of EVI and MTI have established the record date for the EVI Stockholders Meeting and MTI Stockholders Meeting, respectively, each of EVI and MTI shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the applicable stockholders meeting as originally called is for any reason adjourned or postponed or otherwise delayed, each of EVI and MTI agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that it does not establish a new record date for its stockholders meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Each of EVI and MTI shall, upon the reasonable request of Parent, provide the aggregate vote tally of the proxies received with respect to its stockholder approval. MTI shall, as promptly as reasonably practicable (and in no event later than the tenth (10th) Business Day following the date of this Agreement) conduct a “broker search” as contemplated by and in accordance with Rule 14a-13 promulgated under the Exchange Act with respect to the MTI Stockholders Meeting (based on a record date that is twenty (20) Business Days following the date on which such broker search is commenced). If at any time the current record date for the MTI Stockholders Meeting is not reasonably likely to satisfy the requirements of MTI Organizational Documents and applicable Law, MTI shall, in consultation with Parent, set a new record date and shall continue to comply with the “broker search” requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.

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Section 7.16. Exchange Listing. Prior to the earlier of the MTI Effective Time and the EVI Effective Time, the Parties shall take all actions and do all things reasonably necessary to cause the shares of Parent Common Stock to be approved for listing on The NASDAQ Capital Market, subject to official notice of issuance.

ARTICLE VIII. CONDITIONS TO CONSUMMATION OF THE MERGERS

Section 8.1. Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each Party to effect the Mergers is subject to the satisfaction (or, if legally permissible, waiver) at or prior to the EVI Effective Time and MTI Effective Time of the following conditions:

(a)	EVI Stockholder Approval. The EVI Stockholder Approval shall have been obtained.
(b)	MTI Stockholder Approval. The MTI Stockholder Approval shall have been obtained.
(c)	No Injunction or Legal Restraint. No temporary restraining order, preliminary or permanent injunction, or other Order issued by any court or agency of competent jurisdiction or other legal restraint or prohibition having the effect of preventing the consummation of the Mergers shall be in effect or threatened, and no Law shall have been enacted or promulgated by any Governmental Authority that prohibits or makes illegal consummation of the Mergers.
(d)	Litigation. There shall be no pending or threatened action by or before any Governmental Entity or arbitrator seeking to restrain, prohibit or invalidate any of the transactions contemplated by this Agreement, and there shall not be in effect any Order, writ, judgment, injunction or decree issued by any Governmental Entity that has that effect.
(e)	Government Consents. Any competition filings or authorizations required under applicable Law shall have been made or obtained.
(f)	NASDAQ Listing. The Parent Common Stock shall have been approved for listing on The NASDAQ Capital Market.

Section 8.2. Conditions to Obligations of Parent, Merger Sub E and Merger Sub M. The obligation of Parent, Merger Sub E and Merger Sub M to consummate the Mergers is also subject to the satisfaction (or waiver by Parent if permitted under applicable Law) at or prior to the EVI Effective Time or the MTI Effective Time, as applicable, of the following conditions:

(a)	Accuracy of Representations and Warranties. Each of the representations and warranties of EVI and MTI set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “EVI Material Adverse Effect”, “MTI Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement, and as of the Closing as though made on the Closing (provided that in each case that representations and warranties made as of a specific date shall be required to be so true and correct as of such date only), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have an EVI Material Adverse Effect or MTI Material Adverse Effect, as applicable.
(b)	Performance and Compliance. Each of EVI and MTI shall have performed or complied in all material respects with each of the obligations required to be performed or complied with by it under this Agreement at or prior to the EVI Effective Time or MTI Effective Time, as applicable.
(c)	Consents and Approvals. Each of EVI and MTI shall have obtained each consent, authorization, approval, exemption, filing, registration or qualification as set forth on Schedule 8.2(c).
(d)	No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred an EVI Material Adverse Effect or MTI Material Adverse Effect.
(e)	MTI Preferred Stock Conversion. All of the issued and outstanding shares of MTI Preferred Stock shall have converted into MTI Common Stock at or prior to the MTI Effective Time.
(f)	MTI Convertible Notes. All of the issued and outstanding convertible notes of MTI shall have converted into MTI Common Stock at or prior to the MTI Effective Time.
(g)	Officer’s Certificate. EVI shall have delivered to Parent a certificate signed on behalf of EVI by an executive officer thereof, dated the Closing Date and certifying that each of the conditions specified in subsections Section 8.2(a), Section 8.2(b), Section 8.2(c), and Section 8.2(d) of this Section 8.2, solely with respect to itself, have been met. MTI shall have delivered to Parent a certificate signed on behalf of MTI by an executive officer thereof, dated the Closing Date and certifying that each of the conditions specified in subsections Section 8.2(a), Section 8.2(b), Section 8.2(c), Section 8.2(d) and Section 8.2(e) of this Section 8.2, solely with respect to itself, have been met.

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(h)	Lockup Agreement. Any Person that would be the beneficial owner of five percent (5%) or more of the Parent Common Stock after the Closing and each Person set forth on Schedule 8.2(g) shall have executed and delivered a lockup agreement to Parent and such lockup agreement shall be in a form reasonably satisfactory to Parent.
(i)	Consulting Agreement Termination. The Consulting Agreement between Ben Kaplan and MTI shall have been terminated prior to the MTI Effective Time and Ben Kaplan shall have executed and delivered a general release to Parent and such general release shall be in a form reasonably satisfactory to Parent.
(j)	Board Member Agreement Terminations. The Board Member Agreement between Ben Kaplan and MTI and the Board Member Agreement between Mark Croskery and MTI shall have been terminated prior to the MTI Effective time and Ben Kaplan and Mark Croskery shall each have executed and delivered a new board member agreement to Parent and such board member agreement shall be in a form reasonably satisfactory to Parent.
(k)	MTI Indebtedness. Any and all indebtedness owed to eHave by MTI shall be discharged, extinguished and satisfied in full prior to the MTI Effective Time.

Section 8.3. Conditions to Obligation of EVI. The obligation of EVI to effect the EVI Merger is also subject to the satisfaction or waiver by EVI at or prior to the EVI Effective Time of the following conditions:

(a)	Representations and Warranties. Each of the representations and warranties of Parent and MTI set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “MTI Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement, and as of the Closing as though made on the Closing (provided that in each case that representations and warranties made as of a specific date shall be required to be so true and correct as of such date only), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a MTI Material Adverse Effect
(b)	Performance of Obligations of Parent and MTI. Parent and MTI shall each have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to the EVI Effective Time.
(c)	Consents and Approvals. Parent and MTI shall each have obtained each consent, authorization, approval, exemption, filing, registration or qualification as set forth on Schedule 8.3(c).
(d)	No MTI Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a MTI Material Adverse Effect.

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(e) Officer’s Certificate. Parent and MTI shall each have delivered to EVI a certificate signed on behalf of Parent and MTI, respectively, by an executive officer thereof, dated the Closing Date and certifying that each of the conditions specified in subsections Section 8.3(a), Section 8.3(b), Section 8.3(c) and Section 8.3(d) of this Section 8.3, solely with respect to Parent or MTI, as applicable, have been met.

Section 8.4. Conditions to Obligation of MTI. The obligation of MTI to effect the MTI Merger is also subject to the satisfaction or waiver by MTI at or prior to the MTI Effective Time of the following conditions:

(a)	Representations and Warranties. Each of the representations and warranties of Parent and EVI set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “EVI Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement, and as of the Closing as though made on the Closing (provided that in each case that representations and warranties made as of a specific date shall be required to be so true and correct as of such date only), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have an EVI Material Adverse Effect
(b)	Performance of Obligations of Parent and EVI. Parent and EVI shall each have performed or complied in all material respects with all obligations required to be performed or complied with by them under this Agreement at or prior to the MTI Effective Time.
(c)	Consents and Approvals. Parent and EVI shall each have obtained each consent, authorization, approval, exemption, filing, registration or qualification as set forth on Schedule 8.4(c).
(d)	No EVI Material Adverse Effect. Since the date of this Agreement, there shall not have occurred an EVI Material Adverse Effect.
(e)	Officer’s Certificate. Parent and EVI shall each have delivered to MTI a certificate signed on behalf of Parent and EVI, respectively, by an executive officer thereof, dated the Closing Date and certifying that each of the conditions specified in subsections Section 8.4(a), Section 8.4(b), Section 8.4(c) and Section 8.4(d) of this Section 8.4, solely with respect to Parent or EVI, as applicable, have been met.

ARTICLE IX. TERMINATION; AMENDMENT; WAIVER

Section 9.1. Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Closing, whether before or after the EVI Stockholder Approval or the MTI Stockholder Approval has been obtained:

(a)	by mutual written agreement of EVI, Parent and MTI, duly authorized by the respective board of directors of each;
(b)	by EVI, MTI or Parent, if:

(1) any court of competent jurisdiction or other Governmental Authority shall have issued an Order, or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and non-appealable; provided, that the Party seeking to terminate this Agreement pursuant to this Section 9.1(b)(1) shall have used its reasonable best efforts to contest, appeal and remove such Order or action and shall not be in violation of Section 7.4 hereof; and provided, further, that the right to terminate this Agreement under this Section 9.1(b)(1) shall not be available to any Party if the issuance of such final, non-appealable Order was substantially the result of the failure of such Party to perform any of its obligations under this Agreement;

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(2)

the Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b)(2) shall not be available to any Party whose failure to fulfill in any material respect any covenants and agreements of such Party under this Agreement is a principal cause of the failure of the Mergers to be consummated by the Outside Date; or

(3)

the EVI Stockholder Meeting or MTI Stockholder Meeting shall have been duly held and completed and the EVI Stockholder Approval or MTI Stockholder Approval, as applicable, shall not have been obtained at that meeting or at any adjournment or postponement thereof; provided, however, that the right to terminate this Agreement under this Section 9.1(b)(3) shall not be available to EVI or MTI, as applicable, if the failure by EVI or MTI, as applicable, to perform any of its obligations under this Agreement has been a principal cause of the failure to obtain the EVI Stockholder Approval or MTI Stockholder Approval, as applicable.

(c) by Parent, if:

(1)	the representations and warranties of EVI or MTI shall not be true and correct as of the date hereof or shall become not true and correct at any time hereafter or EVI or MTI shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement, which failure to be true and correct, breach or failure to perform would give rise to the failure of any of the conditions set forth in Section 8.2(a) or Section 8.2(b), and which failure to be true and correct, breach or failure to perform is not capable of being cured by EVI or MTI, as applicable, by the Outside Date or, if capable of being cured, is not cured by EVI or MTI, as applicable, within ten (10) days following written notice to EVI or MTI, as applicable, but no later than the Outside Date;
(2)	(A) the EVI Board or MTI Board makes an Adverse Recommendation Change; (B) EVI or MTI shall have publicly announced its intention to make an Adverse Recommendation Change; or (C) EVI or MTI shall have materially breached any of its obligations under Section 7.2; or
(3)	EVI or MTI shall have entered into an Acquisition Agreement or shall have publicly announced its intention to do so;

(d) by EVI, if:

(1) the representations and warranties of Parent and MTI shall not be true and correct or Parent or MTI shall have breached or failed to perform any of its respective covenants or agreements set forth in this Agreement, which failure to be true and correct, breach or failure to perform would give rise to the failure of any of the conditions set forth in Section 8.3(a) or Section 8.3(b), and which failure to be true and correct, breach or failure to perform is not cured by Parent or MTI, as applicable, within ten (10) days following written notice to Parent or MTI, as applicable, or is by its nature or timing not capable of being cured; or

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(2)	(A) the MTI Board makes an Adverse Recommendation Change; (B) MTI shall have publicly announced its intention to make an Adverse Recommendation Change; or (C) MTI shall have materially breached any of its obligations under Section 7.2;
(3)	MTI shall have entered into an Acquisition Agreement or shall have publicly announced its intention to do so; or
(4)	If the holders of more than 100,000 shares of MTI Common Stock assert appraisal rights;

(e) by MTI, if:

(1)	the representations and warranties of Parent and EVI shall not be true and correct or Parent or EVI shall have breached or failed to perform any of its respective covenants or agreements set forth in this Agreement, which failure to be true and correct, breach or failure to perform would give rise to the failure of any of the conditions set forth in Section 8.4(a) or Section 8.4(b), and which failure to be true and correct, breach or failure to perform is not cured by Parent or EVI, as applicable, within ten (10) days following written notice to Parent or EVI, as applicable, or is by its nature or timing not capable of being cured; or
(2)	(A) the EVI Board makes an Adverse Recommendation Change; (B) EVI shall have publicly announced its intention to make an Adverse Recommendation Change; or (C) EVI shall have materially breached any of its obligations under Section 7.2; or
(3)	EVI shall have entered into an Acquisition Agreement or shall have publicly announced its intention to do so.

The Party desiring to terminate this Agreement pursuant to clause Section 9.1(b) Section 9.1(c), Section 9.1(d) or Section 9.1(e) of this Section 9.1 shall give written notice of such termination to the other Parties in accordance with Section 10.8, specifying the provision or provisions hereof pursuant to which such termination is effected.

Section 9.2. Effect of Termination. If this Agreement is terminated and the Mergers are abandoned pursuant to Section 9.1, this Agreement shall forthwith become void and have no effect, without any Liability or obligation on the part of Parent, MTI or EVI, other than the provisions of Section 7.3(b), Section 9.2, Section 9.3 and Article X and except for any material breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement, which material breach and Liability therefor shall not be affected by termination of this Agreement.

Section 9.3. Fees and Expenses.

(a) Whether or not the Mergers are consummated, except as otherwise specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such expenses.

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(b) If this Agreement is terminated pursuant to Section 9.1(c)(2) (Adverse Recommendation Change) or Section 9.1(c)(3) (Alternative Transaction), then EVI or MTI, as applicable, shall as promptly as possible (but in any event within three (3) Business Days) following receipt of an invoice therefor pay all of Parent’s documented reasonable out-of-pocket fees and expenses (including reasonable legal and other third-party advisors fees and expenses) actually incurred by Parent and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (“Parent Expenses”).

(c) Intentionally omitted.

(d) Intentionally omitted.

(e) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(b)(3), (Stockholder No Vote), EVI or MTI, whichever Party did not obtain the approval of its stockholders, shall as promptly as possible (but in any event within three (3) Business Days) following receipt of an invoice therefor pay to Parent an amount equal to the Parent Expenses.

(f) In the event that this Agreement is terminated by EVI pursuant to Section 9.1(b)(3) (Stockholder No Vote), Section 9.1(d)(2), Section 9.1(d)(3) or Section 9.1(d)(4), MTI shall as promptly as possible (but in any event within three (3) Business Days) following receipt of an invoice therefor pay to EVI an amount equal to all of EVI’s documented reasonable out-of-pocket fees and expenses (including reasonable legal and other third-party advisors fees and expenses) actually incurred by EVI and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement plus a $2 million termination fee.

(g) In the event that this Agreement is terminated by MTI pursuant to Section 9.1(b)(3) (Stockholder No Vote), Section 9.1(e)(2) or Section 9.1(e)(3), EVI shall as promptly as possible (but in any event within three (3) Business Days) following receipt of an invoice therefor pay to MTI an amount equal to all of MTI’s documented reasonable out-of-pocket fees and expenses (including reasonable legal and other third-party advisors fees and expenses) actually incurred by MTI and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement plus a $2 million termination fee.

(h) Each of Parent, MTI and EVI acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, EVI, MTI and Parent would not enter into this Agreement. Accordingly, if any Party fails to pay any amount due to another Party pursuant to this Section 9.3 when due, the Party failing to make such payment shall pay the costs and expenses (including legal fees and expenses) of the other Party in connection with any Action taken to collect payment (including the prosecution of any lawsuit or other legal action), together with interest on the unpaid amount at the prime lending rate prevailing at such time as published in The Wall Street Journal from the date such amount was first payable to the date it is paid.

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Section 9.4. Amendment. To the extent permitted by applicable Law, this Agreement may be amended by Parent (with approval by the Parent Board), EVI (with approval of the EVI Board), and MTI (with approval of the MTI Board), at any time before or after receipt of the EVI Stockholder Approval and MTI Stockholder Approval but, after receipt of the EVI Stockholder Approval or MTI Stockholder Approval, no amendment shall be made which decreases the EVI Merger Consideration or MTI Merger Consideration, respectively, or which adversely affects the holders of any class or series of stock of EVI or MTI without the approval of the affected stockholders. This Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing signed on behalf of all of the Parties.

Section 9.5. Extension; Waiver; Remedies.

(a) At any time prior to the Effective Time, each Party may:

(1)	extend the time for the performance of any of the obligations or other acts of the other Parties,
(2)	waive any inaccuracies in the representations and warranties contained herein by any other applicable Party or in any document, certificate or writing delivered pursuant hereto by any other applicable Party, or
(3)	waive compliance by any Party with any of the agreements or conditions contained herein. Any agreement on the part of any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. For purposes of this provision, Parent, Merger Sub E, and Merger Sub M, shall be considered one Party and each of EVI and MTI shall be considered a separate Party.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party. The failure or delay by any Party to assert any of its rights hereunder or otherwise available in respect hereof at Law or in equity shall not constitute a waiver of such rights nor shall any single or partial exercise by any Party of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under or in respect of this Agreement.

ARTICLE X. MISCELLANEOUS

Section 10.1. Entire Agreement. This Agreement (including the EVI Disclosure Schedule, the MTI Disclosure Schedule, the Parent Disclosure Schedule and the exhibits and schedules to this Agreement) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

Section 10.2. Assignment. This Agreement shall not be assigned by any Party by operation of Law or otherwise without the prior written consent of the other Parties, provided, however, that each of Parent, Merger Sub E and Merger Sub M may assign any of their respective rights and obligations to any one or more Affiliate of Parent, but no such assignment shall relieve Parent, Merger Sub E or Merger Sub M, as the case may be, of its obligations hereunder.

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Section 10.3. Amendment and Waiver. Subject to Section 9.4, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Parent, MTI and EVI, or in the case of a waiver, by the Party against whom such waiver is intended to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.4. Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

Section 10.5. Expenses. Except as otherwise specifically provided in this Agreement, each of the Parties shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance, and enforcement of this Agreement.

Section 10.6. Governing Law. This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the state of Delaware or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state of Delaware.

Section 10.7. Enforcement of the Agreement; Jurisdiction; No Jury Trial.

(a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject-matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware, this being in addition to any other remedy to which they are entitled at Law or in equity. In addition, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising under this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising under this Agreement brought by the other Party to this Agreement or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject-matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 10.7; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum; (ii) the venue of such suit, action or proceeding is improper; or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of EVI, MTI and Parent hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.8 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby, including the Mergers.

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(b) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.7(b).

Section 10.8. Notices. All notices and other communications pursuant to this Agreement must be in writing and will be deemed to have been duly delivered and received (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (iii) if sent by email in portable document format (PDF) or similar electronic attachment (A) on a Business Day before 5:00 p.m. in the time zone of the receiving Party, when transmitted and the sender has received confirmation of receipt by the recipient and (B) on a day other than a Business Day or after 5:00 p.m. in the time zone of the receiving Party, and the sender has received confirmation of receipt by the recipient, on the following Business Day; or (iv) immediately upon delivery by hand or by fax (with a written or electronic confirmation of delivery), in each case to the intended recipient as set forth below:

If to Parent, Merger Sub E or Merger Sub M, to:

PSLY.COM, INC.

18975 Collins Avenue, Unit 604

Sunny Isles Beach, Florida 3316

Email:	david@ei.ventures.com
	jason@ei.ventures.com

Attention: David Nikzad and Jason Hobson

If to MTI, to:

MYCOTOPIA THERAPIES, INC.

18851 NE 29^th Ave., Suite 700, Aventura, FL 33180

Email: bkaplan@tpia.life

Attention: Ben Kaplan

with a copy (which will not constitute notice to MTI) to:

JONATHAN D. LEINWAND, P.A.

18305 Biscayne Blvd., Suite 200, Aventura, FL 33160

Facsimile: 954-252-4265

Email: jonathan@jdlpa.com

Attention: Jonathan Leinwand

If to EVI, to:

Ei.Ventures, Inc.

18975 Collins Avenue, Unit 604

Sunny Isles Beach, Florida 33160

Email:	david@ei.ventures.com
	jason@ei.ventures.com

Attention: David Nikzad and Jason Hobson

with a copy (which will not constitute notice to EVI) to:

Potomac Law Group, PLLC

1300 Pennsylvania Avenue, NW, Suite 700

Washington, D.C. 20004

Tel: (703) 675-6204 | Fax: (202) 318-7707

Email: ggiammittorio@potomaclaw.com

Attention: Greg Giammittorio

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Rejection or other refusal to accept or the inability for delivery to be effected because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

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Section 10.9. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement except for Section 7.4(b) (which is intended to be for the benefit of the Persons referred to therein and may be enforced by any such Persons).

Section 10.10. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 10.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. At the Closing, signature pages of counterparts may be exchanged by facsimile or by electronic transmittal of scanned images thereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the Party providing a facsimile or scanned image and that Party’s Closing counsel.

Section 10.12. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the EVI Effective Time or MTI Effective Time. This Section 10.12 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the EVI Effective Time or MTI Effective Time.

Section 10.13. Obligations of MTI, EVI and Parent. Whenever this Agreement requires a Subsidiary of MTI to take any action, such requirement shall be deemed to include an undertaking on the part of MTI to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of EVI to take any action, such requirement shall be deemed to include an undertaking on the part of EVI to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement and Plan of Merger to be executed on its behalf by its officers thereunto duly authorized, all at or on the date and year first above written.

EVI
By:
Name:	David Nizkad
Title:	Chief Executive Officer

MTI
By:
Name:
Title:
PARENT
By:
Name:	David Nizkad
Title:	President
MERGER SUB E
By:
Name:	David Nizkad
Title:	President
MERGER SUB M
By:
Name:	David Nizkad
Title:	President

99

IN WITNESS WHEREOF, each of the Parties has caused this Agreement and Plan of Merger to be executed on its behalf by its officers thereunto duly authorized, all at or on the date and year first above written.

EVI
By:
Name:	David Nizkad
Title:	Chief Executive Officer
MTI
By:
Name:	Benjamin Kaplan
Title:	Chief Executive Officer
PARENT
By:
Name:	David Nizkad
Title:	President
MERGER SUB E
By:
Name:	David Nizkad
Title:	President
MERGER SUB M
By:
Name:	David Nizkad
Title:

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Schedule 8.2(c)

Consents and Approvals

None.

101

Schedule 8.2(g)

Lockup Agreement

Ben Kaplan

Orthogonal Thinker, Inc.

eHave, Inc.

102

Schedule 8.3(c)

Consents and Approvals

None.

103

Schedule 8.4(c)

Consents and Approvals

None.

104

Annex A-1

Amended and Restated Certificate of Incorporation for EVI

See attached.

105

Annex A-2

Amended and Restated Bylaws of EVI

See attached.

106

Annex B-1

Amended and Restated Certificate of Incorporation for MTI

See attached.

107

Annex B-2

Amended and Restated Bylaws of MTI

See attached.

108

Annex C

Directors and Officers

EVI Survivor

Director – David Nikzad

President – David Nikzad

Treasurer – Jason Hobson

Secretary – Jason Hobson

MTI Survivor

Director – David Nikzad

President – David Nikzad

Treasurer – Jason Hobson

Secretary – Jason Hobson

109

EVI DISCLOSURE SCHEDULE DELIVERED BY EI.VENTURES, INC.
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER

DATED AS OF MAY__, 2022

Reference is made to the Agreement and Plan of Merger, dated as of May , 2022 (the “Merger Agreement”), by and among PSLY.COM, Inc., a Delaware corporation (“Parent”), Mycotopia Therapies, Inc., a Nevada corporation (“MTI”), Silly Merger Sub M Inc., a Nevada corporation (“Merger Sub M”), Silly Merger Sub E Inc., a Delaware corporation (“Merger Sub E”) and Ei.Ventures, Inc., a Delaware corporation (“EVI”). Unless the context otherwise requires, all capitalized terms used in this EVI Disclosure Schedule have the meanings assigned to such terms in the Merger Agreement.

This EVI Disclosure Schedule is the EVI Disclosure Schedule referred to in the Merger Agreement. This EVI Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Merger Agreement, and is not intended to constitute, and shall not be construed as constituting, representations or warranties of EVI except as and to the extent provided in the Merger Agreement. The inclusion of information in any Section included in this EVI Disclosure Schedule shall not be construed to any third party as an admission that such information is material or that such matter actually constitutes noncompliance with, or a violation of, any Law or contract or other topic to which such disclosure is applicable.

This EVI Disclosure Schedule and the information and disclosures contained in this EVI Disclosure Schedule are intended only to qualify and limit the representations, warranties and covenants of EVI contained in the Merger Agreement, and only to the extent of such information and disclosures, and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.

A fact or matter disclosed in this EVI Disclosure Schedule with respect to one section or subsection of Article IV of the Merger Agreement shall be deemed to be disclosed with respect to each other section or subsection of Article IV of the Merger Agreement where both (i) such disclosure is appropriate and (ii) to the extent (and solely to the extent) that it is reasonably apparent from the face of such disclosure, including any cross-reference containedtherein (without reference to any documents underlying or referenced in such disclosure) that such disclosure is applicable to such other sections or subsections.

Headings and subheadings have been inserted herein for convenience of reference only and shall to no extent have the effect of amending or changing the express description of the Sections as set forth in the Merger Agreement. In disclosing the information in this EVI Disclosure Schedule, EVI expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein.

The information contained herein is in all events subject to the Confidentiality Agreement.

List of Sections

Section 1.1	-	Individuals with Knowledge
Section 4.2(b)	-	Stock Options, Restricted Stock Units, Warrants
Section 4.2(d)	-	Securities Agreements
Section 4.3(a)	-	Subsidiaries
Section 4.5	-	Non Contravention; Filings and Consents
Section 4.7(e)	-	Undisclosed Liabilities
Section 4.8	-	Absence of Certain Changes
Section 4.9(a)	-	Employee Benefit Plans
Section 4.10(a)(1)	-	Employees
Section 4.10(a)(2)	-	Independent Contractors
Section 4.10(d)	-	Employment Law Violations
Section 4.11	-	Litigation
Section 4.14(a)	-	Environmental Law Violations
Section 4.14(b)	-	Environmental Permit Violations
Section 4.14(c)	-	Asbestos and Pollutants
Section 4.15(a)	-	Intellectual Property
Section 4.16(b)	-	Real Property
Section 4.17	-	Material Contracts
Section 4.19	-	Insurance Policies
Section 4.24	-	Top 20 Customers and Suppliers
Section 4.25	-	Affiliate Transactions
Section 4.26(a)	-	Personal Data Types
Section 4.26(h)	-	Data Centers
Section 4.26(n)	-	Privacy and Data Audits
Section 4.28	-	CARES Act
Section 7.1(a)	-	Ordinary Course of Business
Section 7.1(a)(10)	-	Capital Budgets
Section 7.1(a)(15)	-	Compensation and Benefits Exceptions

Section 1.1

Individuals with Knowledge

David Nikzad

Jason Hobson

Section 4.2(b)

Stock Options, Restricted Stock Units, Warrants

(i) Please see attached.

Upon the closing of the transaction, the Directors plan to accelerate the vesting schedule of the outstanding options for 4,814,686 shares at a price of $.01 per share, under the 2020 Equity Incentive Plan. The vesting schedule of the other outstanding options is not being accelerated.

(ii) There are no restricted stock units.

Section 4.2(d)

Securities Agreement

All of the option agreements relating to the options referenced in Section 4.2(b) above.

Section 4.3(a)

Subsidiaries

Mana Health Labs, Inc. is a corporation formed under the laws of the State of Delaware on December 15, 2020. It is not authorized to conduct business in any other jurisdictions.

Pluto11.11, Inc. is a corporation formed under the laws of the State of Delaware on March 9, 2022. It is not authorized to conduct business in any other jurisdictions.

Section 4.5

Non-Contravention; Filings and Consents

In order to consummate the transactions, Parent will be required to make certain securities law filings with federal and state governmental authorities and to make certain filings and receive approvals from NASDAQ.

Section 4.7(e)

Undisclosed Liabilities

N/A

Section 4.8

Absence of Certain Changes

Linda Strause’s service with EVI has terminated.

Brendan Strause’s service with EVI has terminated.

Tyler Strause’s service with EVI has terminated.

Section 4.9(a)

Employee Benefit Plans

The EVI Stock Plan was adopted May 21, 2020 and amended on July 20, 2021. The EVI Stock Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards to employees, non-employee directors and consultants.

Section 4.10(a)(1)

Employees

Below are the current employees of EVI, who all work remotely. The employees are at-will employees and there are no offer letters or employment agreements with the below individuals.

David Nikzad

Jason Hobson

Section 4.10(a)(2)

Independent Contractors

Chester Watson

Gopal Das

Jeff Pasquerella

Linda Strause

Valerie Patredis

Mariko Kontos

AGREEMENTS

Chester Watson has an oral agreement with EVI to provide consulting services on nutraceuticals and IP formulations for $8,250 per month and provides those services from Montana. He also received an option grant in the amount of 33,333 (note this share amount differs from the number reflected in the Stock Option Grant Notice as it was prior to the 30 to 1 stock split).

Gopal Das has an oral agreement with EVI to provide consulting services on corporate strategy, partnerships and fundraising and provides those services from New York. He also received an option grant in the amount of 8,888 (note this share amount differs from the number reflected in the Stock Option Grant Notice as it was prior to the 30 to 1 stock split).

Mariko Kontos is engaged to provide consulting services under an Advisor Agreement dated September 11, 2020 for the amount of 2,222 shares and provides those services from California. (Note this share amount differs from the number reflected in the Advisor Agreement as it was prior to the 30 to 1 stock split.)

Jeff Pasquerella is engaged to provide consulting services under an Advisor Agreement dated September 11, 2020 for the amount of 2,222 shares and provides those services from New York. (Note this share amount differs from the number reflected in the Advisor Agreement as it was prior to the 30 to 1 stock split.)

Valerie Petredis is engaged to provide consulting services under an Advisor Agreement dated September 11, 2020 for the amount of 4,444 shares and provides those services from Hawaii. (Note this share amount differs from the number reflected in the Advisor Agreement as it was prior to the 30 to 1 stock split.)

Linda Strause is a member of the Scientific and Advisory Board, engaged to provide services to EVI pursuant to the Advisor Agreement dated October 1, 2020 and provides those services from California.

Section 4.10(d)

Employment Law Violations

N/A

Section 4.11

Litigation

N/A

Section 4.14(a)

Environmental Law Violations

N/A

Section 4.14(b)

Environmental Permit Violations

N/A

Section 4.14(c)

Asbestos and Pollutants

N/A

Section 4.15(a)

Intellectual Property

Patents

Application or Registration #: 62/992,26

Title: PSILOCYBIN AND PSILOCIN CONTAINING COMPOSITIONS AND METHODS OF USING AND MAKING THE SAME

Description: Orthogonal Thinker, Inc., a Delaware corporation (“Orthogonal”) received from the inventor the assignment of certain specific proprietary compounds, methods, discoveries and formulations in the field of natural, non-synthetic psychoactive compounds, some of which contain psilocybin/psilocin (the “Assigned Compounds”), along with other non- psychedelic compounds. As part of this assignment, Orthogonal obtained the complete rights to develop, commercialize, license and seek patent protection for the Assigned Compounds. In March, 2020 Orthogonal filed a provisional patent application with the US Patent and Trademark Office seeking patent protection for aspects of the acquired intellectual property. A provisional application is not examined by a patent examiner and remains confidential. Within one year of filing the provisional application, Orthogonal will need to decide whether file a further application that claims priority to the provisional application, such as a US non- provisional patent application, an international patent application and/or a direct foreign patent application. The provisional patent application describes several compositions, such as oral dosage forms, containing psilocybin and/or psilocin in combination with various specified amino acids, vitamins, plant herbs and/or other compounds. The application also describes methods for making these compositions and using these compositions, including for the treatment of anxiety disorders, depressive disorders or compulsive disorders. On October 8, 2020, Orthogonal and EVI executed a license agreement (the “License Agreement”) with respect to the Assigned Compounds, including the compound addressed in the provisional patent application, the associated intellectual property and also intellectual property associated with a number of additional psychoactive and non- psychoactive compounds not included in the provisional application.

File Date: March 20, 2020

Grant Date: N/A

Country: United States

Trademarks

Mark: Psilly

Application or Registration #: 88814693 Goods/Services:

Class 14: Keychains

Class 16: Stickers; bumper stickers; decals; magnetic decals

Class 21: Glassware; beverage containers; coffee mugs

Class 25: Apparel, namely, t-shirts, shirts, sweatshirts, shorts, board shorts, active wear, yoga shorts, yoga leggings, athletic tops, bikinis, swimsuits, headwear, hats, caps, beanies, footwear, sandals, flip flops, slides

Class 29: Fruit-based spreads; nut-based spreads; vegetable-based spreads; fruit-based snack foods; nut-based snack foods; vegetable-based snack foods

Class 35: Business counseling and advisory services in the fields of alternative healthy living, nutrition, lifestyle wellness, health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development; providing business information in the fields of healthy living, nutrition, lifestyle wellness, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development; providing a website featuring information in the fields of business marketing related to healthy living, nutrition, lifestyle wellness, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development; promoting public awareness of practitioner standards and practices in the fields of alternative healthy living, nutrition, lifestyle wellness, health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development

Class 41: Educational services, namely, providing conferences and workshops in the fields of organic farming, healthy living, nutrition, lifestyle wellness, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development; providing of educational training in the fields of organic farming, healthy living, nutrition, lifestyle wellness, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development; planning and conducting of teaching, seminars and workshops in the fields of organic farming, healthy living, nutrition, lifestyle wellness, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development; entertainment services, namely, providing a website featuring news, information, commentary, and multimedia content in the fields of organic farming, healthy living, nutrition, lifestyle wellness, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development

Class 42: Scientific and technological services, namely, scientific research in the fields of the organic farming industry, alternative health and healing, plant-based medicine, biotechnology, nutraceutical research and development, and pharmaceutical research and development; scientific investigations for medical purposes in the fields of the organic farming industry, alternative health and healing, plant-based medicine, scientific research and development, biotechnology, nutraceutical research and development, and pharmaceutical research and development.

File Date: February 28, 2020

Registration Date: N/A

Country: United States

Mark: Psilly Life

Application or Registration #: 88814694

Goods/Services:

Class 14: Keychains

Class 16: Stickers; bumper stickers; decals; magnetic decals Class 21: Glassware; beverage containers; coffee mugs

Class 25: Apparel, namely, t-shirts, shirts, sweatshirts, shorts, board shorts, active wear, yoga shorts, yoga leggings, athletic tops, bikinis, swimsuits, headwear, hats, caps, beanies, footwear, sandals, flip flops,

File Date: February 28, 2020

Registration Date: N/A

Country: United States

Copyrights/Domain Names

Ei.Ventures

PSLY.com

Brainmana.com

Licensed Trademarks

Trademarks licensed to EVI through the Intellectual Property Agreement, along with the first amendment, with Orthogonal Thinker, Inc. (See Section 4.17)

a) Ku/Caine

b) Hap Se

c) Mana

d) Brain Soup

e) Doser’s Choice

f) Happy Sexy

g) My-D

h) Rave It/It’s It

Section 4.16(b)

Real Property

N/A

Section 4.17

Material Contracts

Intellectual Property License Agreement entered into and effective as of October 8, 2020 made by and between Orthogonal Thinker, Inc., a corporation organized under the laws of the State of Delaware (“Licensor”), and Ei.Ventures, Inc., a corporation organized under the laws of the State of Delaware (the “Licensee”), including that certain First Amendment to the Intellectual Property License Agreement entered into and effective as of February 2, 2021 by the Licensor and Licensee.

Posting Agreement dated December 29, 2020, between Orthogonal Portal, LLC and Ei.Ventures, Inc. to act as EVI’s online intermediary technology platform in connection with EVI’s proposed offering promulgated under Regulation A under the Securities Act of 1933, as amended of common or preferred stock.

Broker-Dealer Agreement by and between Ei.Ventures, Inc. and Dalmore Group, LLC as of December 14, 2020.

Issuer Service Agreement by and between Ei.Ventures, Inc. and Dealsquare Technologies, Inc. as of December 29, 2020.

Escrow Services Agreement by and between Prime Trust, LLC as Escrow Agent, Ei.Ventures, Inc. as Issuer, and Dalmore Group, LLC as the Broker as of December 29, 2020.

Service Agreement made between Dinosaur (DBA “Ridge Growth Agency”), a Texas LLC with its principal place of business at 115 Havana St, Austin TX 78704, and Ei.Ventures, Inc., a Delaware corporation with its principal place of business at 1215 S. Kihei Road, Kihei, Hawaii dated December 1, 2021.

The Agreement for Advisory Services made between Arcview Capital, LLC, a Delaware limited liability company, and Ei.Ventures, Inc., a Delaware corporation dated April 22, 2021.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and David Nikzad, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Jason Hobson, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Chester Watson, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Nathan Sumbot, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Gopal Das, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Linda Strause, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Najla Guthrie, dated August 28, 2020. Please note – these Options were terminated on or about April 25, 2022, however the Optionee has 90 days to exercise.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Kevin Matthews, dated August 28, 2020. Please note – these Options were terminated on or about April 25, 2022, however the Optionee has 90 days to exercise.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Sahalee Partners, LLC, dated August 28, 2020. Please note – these Options were terminated on or about April 25, 2022, however the Optionee has 90 days to exercise.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Jeff Pasquerella, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Jack Rentz, dated August 28, 2020. Please note – these Options were terminated on or about April 25, 2022, however the Optionee has 90 days to exercise.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Valerie Patredis, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Cecil Robles, dated September 11, 2020. Please note – these Options were terminated on or about May 5, 2022, however the Optionee has 90 days to exercise.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Grant Trahant, dated August 28, 2020. Please note – these Options were terminated on or about April 25, 2022, however the Optionee has 90 days to exercise.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Mariko Kontos, dated August 28, 2020.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and David Nikzad, dated July 20, 2021.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Jason Hobson, dated July 20, 2021.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Nathan Sumbot, dated July 20, 2021.

That certain Stock Option Grant Notice made between Ei.Ventures, Inc. and Cecil Robles, dated July 20, 2021. Please note – these Options were terminated on or about May 5, 2022, however the Optionee has 90 days to exercise.

Section 4.19

Insurance Policies

(i) Insurance Policy through Tiger Mark and Realm Insurance Ltd, administered by World Trade Labs, Inc. d/b/a Assurely and World Trade Labs, Inc. of Bermuda d/b/a Assurely of Bermuda effective date April 8, 2022, policy number RILADO10112022. The total coverage amount is $2,250,000 with an annual premium of $25,913.29. There have not been any claims against this policy. Please see the attached declaration page for such insurance policy.

(ii) N/A

(iii) N/A

Section 4.24

Top 20 Customers and Suppliers

See attached.

Section 4.25

Affiliate Transactions

See attached.

Section 4.26(a)

Personal Data Types

In connection with various financings, EVI has either collected data internally or been provided data through a third-party service provider or intermediary regarding the investors of such financings. This data includes the name, address, tax identification number, phone number, and email address of an investor. Most payment processing is conducted through a third-party, so EVI does not directly receive payment information. However, some payments have been directly wired to EVI. Our third-party providers conduct required AML, KYC and accredited investor status review and they may also receive further information from the investors.

EVI has used Stripe, DealMaker, Hybrid Financial, FrontFunder, and WeFunder as intermediaries or payment processors. EVI has also used Odyssey Trust as a custodian.

Section 4.26(h)

Data Centers

N/A

Section 4.26(n)

Privacy and Data Audits

N/A

Section 4.28

CARES Act

N/A

Section 7.1(a)

Ordinary Course of Business

EVI’s Regulation A financing closed on March 22, 2022, after the initial qualification of March 22, 2021. The issuance of such securities may not be complete by the signing of this Agreement and may still be being processed as well.

Pursuant to that certain Service Agreement dated February 17, 2021 between EVI and Dinosaur, LLC d/b/a Ridge Growth Agency, EVI agreed to issue Ridge Growth Agency shares in the amount of $12,000/month. This Agreement was ended in October 2021. Therefore, EVI is obligated to issue 19,433 shares to Dinosaur, LLC for this past work.

Pursuant to that certain Agreement for Advisory Services dated April 22, 2021 between EVI and Arcview Capital, LLC, EVI agreed to pay Arcview a fee equal to six percent (6%) of the capital raised and received by EVI through the services under this Agreement and warrants of up to two percent (2%) of the capital raised and received by EVI. The obligation to issue the warrant has been cancelled in exchange for a cash payment.

Section 7.1(a)(10)

Capital Budgets

EVI does not have a capital budget.

Section 7.1(a)(15)

Compensation and Benefits Exceptions

N/A

PARENT DISCLOSURE SCHEDULE DELIVERED BY PSLY.COM, INC.

PURSUANT TO THE AGREEMENT AND PLAN OF MERGER

DATED AS OF MAY __, 2022

Reference is made to the Agreement and Plan of Merger, dated as of May , 2022 (the “Merger Agreement”), by and among PSLY.COM, a Delaware corporation (“Parent”), Mycotopia Therapies, Inc., a Nevada corporation (“MTI”), Silly Merger Sub M Inc., a Nevada corporation (“Merger Sub M”), Silly Merger Sub E Inc., a Delaware corporation (“Merger Sub E”) and Ei.Ventures, Inc., a Delaware corporation (“EVI”). Unless the context otherwise requires, all capitalized terms used in this Parent Disclosure Schedule have the meanings assigned to such terms in the Merger Agreement.

This Parent Disclosure Schedule is the Parent Disclosure Schedule referred to in the Merger Agreement. This Parent Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Merger Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of Parent except as and to the extent provided in the Merger Agreement. The inclusion of information in any Section included in this Parent Disclosure Schedule shall not be construed to any third party as an admission that such information is material or that such matter actually constitutes noncompliance with, or a violation of, any Law or contract or other topic to which such disclosure is applicable.

This Parent Disclosure Schedule and the information and disclosures contained in this Parent Disclosure Schedule are intended only to qualify and limit the representations, warranties and covenants of Parent contained in the Merger Agreement, and only to the extent of such information and disclosures, and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.

A fact or matter disclosed in this Parent Disclosure Schedule with respect to one section or subsection of Article VI of the Merger Agreement shall be deemed to be disclosed with respect to each other section or subsection of Article VI of the Merger Agreement where both (i) such disclosure is appropriate and (ii) to the extent (and solely to the extent) that it is reasonably apparent from the face of such disclosure, including any cross-reference containedtherein (without reference to any documents underlying or referenced in such disclosure) that such disclosure is applicable to such other sections or subsections.

Headings and subheadings have been inserted herein for convenience of reference only and shall to no extent have the effect of amending or changing the express description of the Sections as set forth in the Merger Agreement. In disclosing the information in this Parent Disclosure Schedule, Parent expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein.

The information contained herein is in all events subject to the Confidentiality Agreement.

List of Sections

Section 6.6 - Conduct of Business

Section 6.6

Conduct of Business

Parent shall adopt an equity incentive plan authorizing for issuance 20 million shares of Parent Common Stock.

Mycotopia Disclosure Schedule as of May __, 2022

Section 1.1 Individuals with Knowledge

Ben Kaplan

Mark Croskery

Section 3.8(b) Warrants

824,761	Ben Kaplan - Warrant to purchase that number of shares of common stock of MTI equal to 5% of the issued and outstanding common shares, on a fully diluted basis.
1,007,500	warrants with an exercise price of $1.50 from private placement

Investor	Warrants
Firstfire Global Opportunities Fund		300,000
Friedmann, Ben		33,333
RT Acquisitions, LLC		16,667
Leviston Resources LLC		166,667
Coventry Enterprises, LLC		133,333
Harbor Gates Capital		166,666

1,007,500	shares upon conversion of convertible notes
64,103	Conversion of Series B (Reg A)
93,752	Shares due to medical advisory board

Section 5.2(b) Options

None

Section 5.2(d) Convertible Securities

Convertible Notes

Investor	Amount (Convertible at $1 per Share)
Firstfire Global Opportunities Fund		500,000
Friedmann, Ben		55,000
RT Acquisitions, LLC		27,500
Leviston Resources LLC		325,000
Coventry Enterprises, LLC		220,000
Harbor Gates Capital		275,000

Mycotopia Disclosure Schedule as of May __, 2022

Section 5.3(a). Subsidiaries

Mycotopia Therapies Inc. (Florida), a wholly owned subsidiary of MTI.

18851 NE 29th Ave., Suite 700, Aventura, FL 33180

Most agreements are through the subsidiary.

Section 5.5(a)(2)

None

Section 5.7(e) Undisclosed Liabilities

None

Section 5.10(a)(1) Employees

Ben Kaplan, CEO/Director Date of Hire: January 19,

2021 See CEO Consulting Agreement for terms of

employment

Section 5.10(a)(2) Contractors

Manideep Gopishetty, analysis of certain medical information (Remote)

$50,000 per year through December 31, 2022, payable in shares of the Company’s common stock (agreement added to data room)

Gabriel Rodriguez, Investor Relations (Remote)

$2,500 in cash and $7,500 in common shares of the Company (agreement added to data room)

Dr. Rahul Dixit, Medical Advisory Board, June 2021 (One Year, Automatic Renewal)

Dr. Rahul Dixit provides primarily general advice on current standard practices and trends in his area of expertise and from time-to-time in a consulting capacity with respect to certain activities or specific projects.

Compensation: annual fee of $35,000 payable in the shares of common stock of Mycotopia Therapies Inc. The shares shall be issued in 4 equal installments within 15 days of the end of each calendar quarter. The number of shares shall be determined by the volume weighted average price per share for the twenty trading days prior to the end of the quarter in which they were earned

Dr. Saphire Longmore, Medical Advisory Board, August 2021 (One Year, Automatic Renewal)

Mycotopia Disclosure Schedule as of May __, 2022

Dr. Saphire provides primarily general advice on current standard practices and trends in his area of expertise and from time-to-time in a consulting capacity with respect to certain activities or specific projects.

Compensation: an annual fee of $75,000 payable in the shares of common stock of Mycotopia Therapies, Inc. The shares shall be issued in 4 equal installments within 15 days of the end of each calendar quarter. The number of shares shall be determined by the volume weighted average price per share for the twenty trading days prior to the end of the quarter in which they were earned. If the Company raises $3,000,000 within 12 months then the Advisor may elect to take $25,000 of the

$75,000 in cash in lieu of stock. Additionally, $25,000 in cash, in four equal installments, paid on the last day of the quarter in which services were rendered.

Dr. Bankole Akindeinde Johnson, Medical Advisory Board (One Year, Automatic Renewal)

Dr. Johnson provides primarily general advice on current standard practices and trends in his area of expertise and from time-to-time in a consulting capacity with respect to certain activities or specific projects.

Compensation: annual fee of $35,000 payable in the shares of common stock of Mycotopia Therapies Inc. The shares shall be issued in 4 equal installments within 15 days of the end of each calendar quarter. The number of shares shall be determined by the volume weighted average price per share for the twenty trading days prior to the end of the quarter in which they were earned

Dr. Muneer A. Ali, Medical Advisory Board, June 2021 (One Year, Automatic Renewal)

Dr. Ali provides primarily general advice on current standard practices and trends in his area of expertise and from time-to-time in a consulting capacity with respect to certain activities or specific projects.

Compensation: annual fee of $35,000 payable in the shares of common stock of Mycotopia Therapies Inc. The shares shall be issued in 4 equal installments within 15 days of the end of each calendar quarter. The number of shares shall be determined by the volume weighted average price per share for the twenty trading days prior to the end of the quarter in which they were earned

Ben Kaplan Board Member Agreement, 3 year Term

One Hundred Thousand Dollars ($100,000.00) per annum (the “Board Compensation”) to be paid in equal quarterly installments during the Company’s fiscal year, in arrears, of Twenty-Five Thousand U.S. Dollars ($25,000.00) (the “Quarterly Payment”). The initial payment amount shall be prorated from the Board Member’s appointment date (the “Initial Payment”) and shall be paid at the end of the Company’s first fiscal quarter. Following the Initial Payment, the remaining Quarterly Payments shall be due at the six (6), nine (9) and twelve (12) month marks during the Company’s fiscal year (the “Remaining Payment Dates”). The Board Compensation shall be paid either in readily available funds or fully paid, validly issued and non-assessable common stock of the Company (the “Common Stock”), at the sole option of the Board Member. In the event that a Quarterly Payment is to be remitted in Common Stock, the number of shares shall be determined by dividing the Quarterly Payment by the closing sale price of the Common Stock on the trading day preceding a Quarterly Payment due date. The closing sale price shall be defined as the last closing sale price for the common stock as reported by the principal trading market of the Company.

Mycotopia Disclosure Schedule as of May __, 2022

In the event that the Company is unable to remit the Board Compensation to the Board Member on or around the agreed upon payment dates, the Board Compensation shall be accrued by the Company until the conclusion of the term of this Agreement.

Mark Croskery Board Member Agreement

Sixty Thousand Dollars ($60,000.00) per annum to be paid in equal quarterly installments during the Company’s fiscal year, in arrears, of Fifteen Thousand Dollars ($15,000.00) (the “Quarterly Payment”). The initial payment amount shall be prorated from the Board Member’s appointment date (the “Initial Payment”) and shall be paid at the end of the Company’s first fiscal quarter. Following the Initial Payment, the remaining Quarterly Payments shall be due at the six (6), nine (9) and twelve (12) month marks during the Company’s fiscal year (the “Remaining Payment Dates^”). The Board Compensation shall be paid either in readily available funds or fully paid, validly issued and non- assessable common stock of the Company (the “Common Stock”), at the sole option of the Board Member. In the event that a Quarterly Payment is to be remitted in Common Stock, the number of shares shall be determined by dividing the Quarterly Payment by the closing sale price of the Common Stock on the trading day preceding a Quarterly Payment due date. The closing sale price shall be defined as the last closing sale price for the common stock as reported by the principal trading market ofthe Company.

In the event that the Company is unable to remit the Board Compensation to the Board Member on or around the agreed upon payment dates, the Board Compensation shall be accrued by the Company until the conclusion of the term of this Agreement.

Section 5.10(d) Labor Law Notices

None

Section 5.11 Litigation

None

Section 5.14(a) Environmental

N/A

Section 5.14(b)

N/A

Section 5.14(c)

N/A

Mycotopia Disclosure Schedule as of May __, 2022

Section 5.15(a) Intellectual Property

None

Section 5.16(b) Owned and Leased Property

None

Section 5.17(a) Material Contracts

Dixit Medical Advisory Board Agreement

Saphire Medical Advisory Board Agreement

Ali Medical Advisory Board Agreement

Akindeinde Johnson Advisory Board Agreement

Ben Kaplan Board Member Agreement

Mark Croskery Board Member Agreement

Section 5.19 Insurance

None

Section 5.23 Customers and Suppliers

Ben Kaplan	$	27,100.00
Jonathan D. Leinwand, P.A.	$	25,288.00
Mark Croskery	$	25,000.00
Gabe Rodriguez	$	21,000.00
Max Ruttan	$	14,465.04
Techoutbox	$	12,906.23
Alfred Farrington	$	11,611.00
Heaton CPA	$	11,000.00
Social Start Now	$	10,000.00
V Stock Transfer	$	10,000.00

Mycotopia Disclosure Schedule as of May __, 2022

CFO Squad	$	9,800.00
Colonial Stock Transfer	$	8,841.88
OTC Markets	$	5,000.00
Saphire Longmire	$	2,260.00
Seven Canex	$	2,185.00
Danielle Archer	$	2,000.00
Sidebean	$	1,490.00
Google	$	1,435.00

Section 5.24 Transactions with Affiliates

The Company entered into three term promissory notes with Ehave, Inc. (a majority shareholder) in the amounts of $25,000, $100,000 and $500,000, respectively. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year. The promissory note for $25,000 was due on March 16, 2022 and the promissory note for $100,000 was due on February 14, 2022 and these notes were paid in full. $225,000 remains outstanding under the promissory note with the original principal amount of $500,000 and is due on April 9, 2023.

Section 5.25(a) Personal Data

MTI doesn’t collect any personal data

Section 5.25(h) Data Centers

N/A

Section 5.25(n) Data Audits

N/A

Section 7.1(b) Ordinary Course of Business

None

Section 7.1(b)(10) Capital Budget

N/A

Section 7.1(b)(15) Employee Severance/Plans

None

EX1A-11 CONSENT

Exhibit 11.1

Consent of Independent Registered Public Accounting Firm

Ehave, Inc.

Aventura, Florida

We hereby consent to the use in this Offering Circular on Form 1-A/A of Ehave, Inc. of our report dated May 27, 2022, related to the consolidated financial statements of Ehave, Inc.as of December 31, 2021 and 2020 and for each of the years then ended. Our report on the consolidated financial statements included an explanatory paragraph expressing substantial doubt regarding Ehave, Inc.’s ability to continue as a going concern.

We also consent to the reference to our firm under the heading “Experts” in the Offering Circular included in such Registration Statement.

/s/ Turner, Stone & Company, L.L.P.

Certified Public Accountants

Dallas, Texas

July 19, 2022

EX1A-12 OPN CNSL

Exhibit 12.1

Jonathan D. Leinwand, P.A.	18305 Biscayne Blvd. Suite 200 Aventura, FL 33160 Tel: (954) 903-7856 Fax: (954) 252-4265
	E-mail: jonathan@jdlpa.com

July 19, 2022

Board of Directors

Ehave, Inc.

18851 NE 29^th Ave., Suite 700

Aventura, FL 33180

Ladies and Gentlemen:

We are acting as counsel to Ehave, Inc., an Ontario corporation (“Ehave”), for the purpose of rendering an opinion as to the legality of the shares of Ehaves’s common stock (the “Shares”), to be offered and distributed by Ehave pursuant to an offering statement to be filed under Regulation A of the Securities Act of 1933, as amended, by Ehave, with the U.S. Securities and Exchange Commission (the “SEC”) on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

The offering statement, and pre-qualification amendments, cover the contemplated sale of up to $5,000,000 in Shares of its Common Stock at a price of $___ [$.005-$.02] per share.

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of incorporation (as amended) and bylaws, the resolutions of the Ehaves’s board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the entirety of the Shares being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid, and non-assessable with in connection with the shares of common stock offered by the Company.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement and to the reference to our firm under the caption “Legal Matters” in the offering circular. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

Very Truly Yours,
JONATHAN D. LEINWAND, P.A.
By:	/s/ Jonathan Leinwand
	Jonathan Leinwand, Esq.

Jonathan D. Leinwand, P.A.

18305 Biscayne blvd. ● Suite 200 ● Aventura, FL 33160 ● Tel: (954) 903-7856 ● Fax: (954) 252-4265

www.jdlpa.com