Evolution Development Group, Inc. (Exact Name of Issuer As Specified in Its Charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

Evolution Development Group, Inc. (Exact name of issuer as specified in its charter)

Florida (State of other jurisdiction of incorporation or organization)

10949 Esteban Drive Ft. Myers, FL 33912 239-313-3693 (Address, including zip code, and telephone number, including area code of issuer’s principal executive office)

Kendall A. Almerico Almerico Law – Kendall A. Almerico, P.A. 1440 G Street NW Washington DC 20005 (202) 370-1333 (Name, address, including zip code, and telephone number, including area code, of agent for service)

8742 61-1904200 (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification Number)

This Preliminary Offering Circular 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.

This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A.

PART II – PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER 2

Dated: November 25, 2020

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

Evolution Development Group, Inc. (A Florida Corporation) 10949 Esteban Drive Ft. Myers, FL 33912 239-313-3693 www.evolutiondg.com

3,200,000 Shares of Non-Voting Class B Common Stock at $0.75 per Share Minimum Investment: 200 Shares of Non-Voting Class B Common Stock ($150.00) Maximum Offering: $2,400,000.00

See The Offering – Pages 14 and Securities Being Offered – Pages 70 For Further Details None of the Securities Offered Are Being Sold By Present Security Holders. This Offering Will Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 360 days from the date of qualification by the Securities And Exchange Commission, Unless Extended For Up To Another 180 days or Terminated Earlier By The Issuer.

The Shares of Class B Common Stock Offered Herein Do Not Have Voting Rights. See Page 71 below for further details.

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.

PLEASE REVIEW ALL RISK FACTORS ON PAGES PAGE 17 THROUGH PAGE 40 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS

COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.

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 SELLING LITERATURE. 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 HEREUNDER ARE EXEMPT FROM REGISTRATION.

Because these securities are being offered on a “best efforts” basis, the following disclosures are hereby made:

For sales of securities through Dalmore Group, LLC: Proceeds to Proceeds to Price to Public Commissions (1) Company (2) Other Persons (3) Per Share $0.75 $0.0375 $0.7125 None Minimum Investment $150.00 $7.50 $142.50 None Maximum Offering $2,400,000.00 $120,000.00 $2,280,000.00 None

For sales of securities originated by StartEngine Primary LLC: Proceeds to Proceeds to Price to Public Commissions (1) Company (2) Other Persons (3) Per Share $0.75 $0.0525 $0.6975 None Minimum Investment $150.00 $10.50 $139.50 None Maximum Offering $2,400,000.00 $168,000.00 $2,232,000.00 None

(1) The Company shall pay Dalmore Group, LLC (“Dalmore”) a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. In addition to the fees above, the Company shall grant to Dalmore (or their designees and assignees) cashless warrants equivalent to 3% of the number of shares of Class B common stock sold in the offering, at 105% of the offering price ($0.7875 per share). Fees in the charts above only reflect the cash fees and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. The warrants may be exercised by Dalmore or their assigns for 105% of the offering price ($0.7875 per share) and will, when exercised, provide Dalmore or their assigns with Class B Shares. A prior broker-dealer was paid a $15,000 due diligence fee by the Company.

It is anticipated that an additional broker-dealer, StartEngine Primary LLC (“StartEngine”) will entered into a commission sharing agreement with Dalmore and will act as a part of a selling group for this Offering. For sales of securities to investors originated by StartEngine, in lieu of the fee structure set out in the paragraph above, the Company shall pay a cash success fee equivalent to 7% of the gross proceeds raised in the Offering, with 5% of the gross proceeds from said investors being paid to StartEngine, and 2% of the gross proceeds from said investors being paid to the managing broker-dealer, Dalmore. In lieu of the warrant structure set out in the paragraph above, for sales of securities to investors originated by StartEngine, the Company shall grant cashless warrants equivalent to 5% of the number of shares of Class B common stock sold in the offering, at 105% of the offering price ($0.7875 per share), with 3% of the warrants from said investors being paid to StartEngine, and 2% of the warrants from said investors being paid to the managing broker-dealer, Dalmore. The warrants granted to StartEngine may be exercised by StartEngine or their assigns for 105% of the offering price ($0.7875 per share) and will, when exercised, provide StartEngine or their assigns with Class B Shares.

engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. Dalmore is not an underwriter and will not be paid underwriting fees, but will be paid service fees. See “Plan of Distribution.”

(2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $200,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include service fees paid to Dalmore or any type of commissions to be paid to any broker-dealer. If the Company engages the services of additional broker-dealers in connection with the Offering, their commissions will be an additional expense of the Offering. See the “Plan of Distribution” for details regarding the compensation payable in connection with this Offering. This amount represents the proceeds of the Offering to the Company, which will be used as set out in “Use of Proceeds.”

(3) There are no finder’s fees or other fees being paid to third parties from the proceeds, other than those disclosed above. See "Plan of Distribution."

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.

This offering consists of Shares of Class B Common Stock (the “Shares” or individually, each a “Share”) that are being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. The term “Offering” refers to the offer of Shares pursuant to this Offering Circular. The Shares are being offered and sold by Evolution Development Group, Inc., a Florida Corporation (“EVO”, “we”, “our” or the “Company”). There are 3,200,000 Shares being offered at a price of $0.75 per Share with a minimum purchase of Two Hundred (200) Shares per investor. The Shares are being offered on a best efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through Dalmore Group, LLC (“Dalmore”), a broker/dealer registered with the Securities and Exchange Commission (the “SEC”) and members of the Financial Industry Regulatory Authority (“FINRA”). The maximum aggregate amount of the Shares offered is $2,400,000.00 (the “Maximum Offering”). There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing.

EVO Inc. ("EVO" or the "Company") was formed on October 4, 2018 when the Company filed Articles of Incorporation with the state of Florida and Amended and Restated Articles of Incorporation were filed on December 16, 2019 with the state of Florida (Exhibit 1A-2A). On October 4, 2018, the Company’s Bylaws were signed. (Exhibit 1A-2B). The Company was formed as a Florida Corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Florida.

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. This Offering will commence after qualification by the Commission and is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 360 days from the date of qualification by the Commission, unless sooner terminated or extended by the Company’s CEO for up to another 180 days, or (iii) the date upon which a determination is made by the Company to terminate the Offering in the Company’s sole and absolute discretion. Pending each closing, payments for the Shares will be deposited in a bank

account to be held for the Company. Funds will be promptly refunded without interest, for sales that are not consummated. All funds received shall be held only in a non-interest-bearing bank account. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Company’s business in a manner consistent with the “Use Of Proceeds” in this Offering Circular.

The Company’s website and marketing materials are not incorporated into this Offering Circular. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. ______

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE. ______

BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY’S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND CONSULT YOUR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT. ______

THERE IS NO PUBLIC MARKET FOR THE CLASS B COMMON STOCK OR ANY OTHER SECURITIES OF THIS COMPANY, NOR WILL ANY SUCH MARKET DEVELOP AS A RESULT OF THIS OFFERING. A LEGALLY COMPLIANT TRADING MARKET FOR THE SHARES MAY NEVER BE DEVELOPED. TRADING OF CLASS B SHARES WILL NOT BE PERMITTED UNLESS AND SHAREHOLDERS ARE NOTIFIED OTHERWISE BY THE COMPANY, WHICH MAY REQUIRE SHAREHOLDERS TO HOLD THEIR SHARES INDEFINITELY. AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. ______

THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO THE COMPANY’S RIGHT TO REJECT ANY TENDERED SUBSCRIPTION, IN WHOLE OR IN PART, IN ITS ABSOLUTE DISCRETION, AT ANY TIME PRIOR TO THE ISSUANCE OF THE SHARES. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. ______

INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY (OR THEIR PURCHASER REPRESENTATIVES) ARE FAMILIAR WITH AND UNDERSTAND THE TERMS AND RISKS OF THIS OFFERING. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. ALL FINAL DECISIONS IN RESPECT TO SALES OF SECURITIES WILL BE MADE BY THE COMPANY, WHICH RESERVES THE RIGHT TO REVOKE THE OFFER AND TO REFUSE TO SELL TO ANY PROSPECTIVE INVESTOR. ______

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. NO PERSONS, EXCEPT THE COMPANY OR ITS AGENTS AND SUCH REGISTERED BROKER-DEALERS AS THE COMPANY MAY ELECT TO UTILIZE, HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF. ______

THE INVESTMENT DESCRIBED IN THIS OFFERING CIRCULAR INVOLVES RISK AND IS OFFERED ONLY TO INDIVIDUALS WHO CAN AFFORD TO ASSUME SUCH RISKS FOR AN INDEFINITE PERIOD OF TIME AND WHO AGREE TO PURCHASE THE SECURITIES THAT ARE BEING OFFERED HEREUNDER ONLY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS A TRANSFER, RESALE, EXCHANGE OR FURTHER DISTRIBUTION OF SUCH. FEDERAL LAW AND STATE SECURITIES LAWS LIMIT THE RESALE OF SUCH SECURITIES AND IT IS THEREFORE URGED THAT EACH POTENTIAL INVESTOR SEEK COUNSEL CONCERNING SUCH LIMITATIONS. ______

THE COMPANY AS DESCRIBED IN THIS OFFERING CIRCULAR HAS ARBITRARILY DETERMINED THE PRICE OF SECURITIES, AND EACH PROSPECTIVE INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THIS OFFERING CIRCULAR. ______

THIS OFFERING CIRCULAR DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE COMPANY. AS SUCH, THE COMPANY BELIEVES THAT THIS OFFERING CIRCULAR CONTAINS A FAIR SUMMARY OF THE TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING.

______

PROSPECTIVE INVESTORS WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO VERIFY THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SHOULD CONTACT THE CHIEF EXECUTIVE OFFICER OF THE COMPANY. ANY PROJECTIONS CONTAINED HEREIN OR OTHERWISE PROVIDED TO A POTENTIAL INVESTOR MUST BE VIEWED ONLY AS ESTIMATES. ALTHOUGH ANY PROJECTIONS ARE BASED UPON ASSUMPTIONS, WHICH THE COMPANY BELIEVES TO BE REASONABLE, THE ACTUAL PERFORMANCE OF THE COMPANY WILL DEPEND UPON FACTORS BEYOND THE CONTROL OF THE COMPANY. NO ASSURANCE CAN BE GIVEN THAT THE COMPANY’S ACTUAL PERFORMANCE WILL MATCH THE PROJECTIONS. ______

BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY’S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OWN PROFESSIONAL TAX, LEGAL AND INVESTMENT ADVISORS TO ASCERTAIN THE MERITS AND RISKS OF INVESTING IN THE SHARES DESCRIBED IN THIS OFFERING CIRCULAR PRIOR TO SUBSCRIBING TO SECURITIES OF THE COMPANY.

NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ______

NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. ______

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Form 1-A, Offering Circular and any documents incorporated by reference herein or therein contain forward-looking statements. The forward-looking statements appear in a number of places in this Offering Circular and any documents incorporated by reference and include statements regarding the intent, belief or current expectations of the Company with respect to, among others things: (i) the development of the Company and its products; (ii) the targeting of markets; (iii) trends affecting the Company’s financial condition or results of operation; (iv) the Company’s business plan and growth strategies; (v) the industries in which the Company participates; and (vi) the ability of the Company to generate sufficient cash from operations to meet its operating needs and pay off its existing indebtedness, all of which are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “could,” “will,” “should,” “can have,” “likely,” “assume,” “expect,” “anticipate,” “plan,” “intend,” “believe,” “predict,” “project,” “estimate,” “forecast,” “outlook,” “potential,” or “continue,” or the negative of these terms, and other comparable terminology and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected, expressed or implied, in the forward-looking statements as a result of various factors. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the

performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

The Company discloses important factors that could cause its actual results to differ materially from its expectations under the caption “Risk Factors” below. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. The Company has based its forward-looking statements on its current expectations about future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Although the Company believes its forward- looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward- looking statements

Any forward-looking statement made by the Company in this Offering Circular or any documents incorporated by reference herein speak only as of the date of this Offering Circular or any documents incorporated by reference herein. Factors or events that could cause the Company’s actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company disclaims any obligation, and undertakes no obligation, to update or alter any forward-looking statement, whether as a result of new information, future events/developments or otherwise or to conform these statements to actual results. whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements. The Company urges you to carefully consider these matters, and the risk factors described in this Offering Circular, prior to making an investment in its Shares. ______

About This Form 1-A and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. We are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. The Company will provide the opportunity to ask questions of and receive answers from the Company's management concerning terms and conditions of the Offering, the Company or any other relevant matters and any additional reasonable information to any prospective investor prior to the consummation of the sale of the Shares. This Form 1-A and Offering Circular do not purport

to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. The statements of the Company contained herein are based on information believed to be reliable. No warranty can be made that circumstances have not changed since the date of this Form 1-A and Offering Circular. The Company does not expect to update or otherwise revise this Form 1-A, Offering Circular or other materials supplied herewith except as required by law in which case the Company will file post-qualification amendments or offering circular supplements as facts and circumstances warrant. The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose. ______

TABLE OF CONTENTS

OFFERING SUMMARY AND SUMMARY OF RISK FACTORS 13 OFFERING SUMMARY 13 The Offering 14 Summary of Risk Factors 15 Investment Analysis 16 RISK FACTORS 17 DILUTION 40 PLAN OF DISTRIBUTION 43 USE OF PROCEEDS 47 USE OF PROCEEDS TABLE 48 DESCRIPTION OF THE BUSINESS 49 DESCRIPTION OF PROPERTY 56 LITIGATION 56 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 56 BUSINESS 56 Overview 56 Results of Operations 57 Liquidity and Capital Resources 57 Plan of Operations 58 Trend Information 58 Off-Balance Sheet Arrangements 58 Critical Accounting Policies 58 Revenue Recognition 62 Additional Company Matters 62 DIRECTORS AND EXECUTIVE OFFICERS 63 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 66 Employment Agreements 67 Equity Incentive Plan 68 Board of Directors 68 Committees of the Board of Directors 68 Director Compensation 68 Limitation of Liability and Indemnification of Officers and Directors 68 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 69 TABLE OF BENEFICIAL OWNERSHIP 70 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN RELATED- PARTY TRANSACTIONS AND AGREEMENTS 71 SECURITIES BEING OFFERED 71 Subscription Price 72 Voting Rights 72 Dividends 72 Revenue Share 73 Liquidation Rights 74 Restrictions on Transfer 74

Drag Along Rights 74 Preemptive Prior Option To Purchase 77 Additional Matters 78 DISQUALIFYING EVENTS DISCLOSURE 78 ERISA CONSIDERATIONS 79 INVESTOR ELIGIBILITY STANDARDS 81 TAXATION ISSUES 82 SIGNATURES 85 ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES 86 SECTION F/S: FINANCIAL STATEMENTS 87

OFFERING SUMMARY AND SUMMARY OF RISK FACTORS

OFFERING SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular.

Issuer: Evolution Development Group, Inc. Type of Offering: Shares of Class B Common Stock Price Per Share: $0.75 per Share (3,200,000 Shares) Minimum Investment: $150.00 per investor Maximum Offering: $2,400,000.00 The Company will not accept investments greater than the Maximum Offering amount. Maximum Shares Offered: 3,200,000 Shares of Class B Common Stock Purchasers: Purchasers may be accredited investors or non- accredited investors. Non-accredited investors are limited in the number of Shares they may purchase to an aggregate purchase price paid by such person that is no more than 10% of the greater of such person’s annual income or net worth, not including the value of his or her primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Use of Proceeds: See the description in section entitled “Use of Proceeds” on pages 47 herein. Voting Rights: The Shares have no voting rights. See “Voting Rights” section of “Securities Being Offered” below for details. Dilution: If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 7% of the total outstanding shares of the Company.

Revenue Share The Company will distribute an amount equal to 5% of the aggregate amount of revenue actually received by the Company to the Class B Common Stock Shareholders on an annual basis, based on how many shares each holds, further enhancing the fan experience and giving Shareholder fans an actual stake in the success of each EVO athlete, beginning on or after January 1, 2021 or any earlier date determined by the corporation’s Board of Directors, in its sole discretion. For more details, see “Revenue Share” herein. While the Company plans to distribute these revenue share payments, it is possible the Company may never reach a financial position where such payments are possible, and therefore such payments may never occur. All Class B Common Stock sold in this Offering will participate in the revenue share pool. Consistent with Article III(f)(v) of the Amended and Restated Articles of Incorporation, Class B Common Stock issued before January 1, 2019 does not participate in the revenue share pool. Length of Offering: Shares will be offered until either (a) the date upon which the Company confirms that it has received in the bank account gross proceeds of $2,400,000.00 in deposited funds; (b) the expiration of 360 days from the date of this Offering Circular unless extended for up to another 180 days in its sole discretion by the Company; or (c) the date upon which a determination is made by the Company to terminate the Offering in its sole discretion.

The Offering

Shares of Class A Common Stock Outstanding 1,000 Shares Shares of Class B Common Stock Outstanding 43,716,046 Shares Shares of Class A Common Stock in this Offering (1) 0 Shares Shares of Class B Common Stock in this Offering (1) 3,200,000 Shares Total shares to be outstanding after the Offering (2) 46,916,046 Shares

(1) There are three classes of Shares issued by the Company. For a full description of the rights of the Shares, please see the section of this Offering Circular entitled “Securities Being Offered” below. The total number of Shares of Class B Common Stock (3,200,000) in the chart assumes that the maximum number of Shares are sold in this Offering.

(2) The number of Shares to be outstanding after the Offering assumes that the Offering is fully subscribed, and this number will be less if the Offering is not fully subscribed. Shares outstanding after the Offering does not include a number of Shares equivalent to up to 5% of the number of shares of Class B common stock sold in the offering, which will be exercisable by the broker-dealers or their assigns via warrants in the future based on the terms of said warrants. For further explanation and details, see the “Table of Beneficial Ownership” herein.

The Company may not be able to sell the Maximum Offering amount. The Company will conduct

one or more closings on a rolling basis as funds are received from investors. Funds tendered by investors will be kept in a bank account until the next closing after they are received by the bank. At each closing, with respect to subscriptions accepted by the Company, funds held in the bank account will be distributed to the Company, entitling the investor to receive the Shares when they are later issued as set out herein. Investors may not withdraw their funds tendered from the bank account unless the Offering is terminated without a closing having occurred. Investors are not entitled to any refund of funds transmitted by any means to the Company, or to the bank account, for any reason, unless the Investor does not clear compliance by the broker-dealers involved.

Summary of Risk Factors

This Offering involves significant risks and you should consider the Shares highly speculative. The following important factors, and those important factors described elsewhere in this Offering Circular, including the matters set forth under the section entitled “Risk Factors,” could affect (and in some cases have affected) the Company’s actual results and could cause such results to differ materially from estimates or expectations reflected in this Offering Circular and in any forward-looking statements made herein or by the Company. These important risk factors include, but are not limited to:

• The Company is a relatively new entity with limited tangible assets and its continued operation may require substantial additional funding. • The Company has a very short operating history and no assurance that the business plan can be executed, or that the Company will generate revenues or profits. • Investors in this offering risk the loss of their entire investment. The industry in which the Company participates is highly speculative and extremely risky. • There is no minimum number of Shares of Class B Common Stock that need to be sold in order for funds to be released to the Company and for this Offering to close; therefore, there is no assurance the Company will receive funds sufficient to further its business. • The Company has entered a highly competitive industry and within this highly competitive industry are companies, entities and other drivers with established track records and substantial capital backing. The Company may face competition from new companies and drivers as well as existing companies and drivers entering their business space. • If you invest and purchase the Shares of Class B Common Stock, you will be acquiring a minority interest in the Company and will have little to no effective control over, or input into, the management or decisions of the Company, primarily because the Shares have no voting rights. • There is no market for the Company's Class B Stock and it is highly unlikely that any such market will develop subsequent to this offering unless the Company becomes successful and then only under certain circumstances. The Shares of Class B Common Stock are illiquid and should be considered a long-term investment. • There are substantial restrictions on the transferability of the Shares of Class B Common Stock, and, in all likelihood, you will not be able to liquidate some or all of your investment. • The Company has broad discretion in its use of proceeds and, as an investor, you are relying on management’s judgment. • The price of the Shares of Class B Common Stock is arbitrary and may not be indicative of the value of the Shares of Class B Common Stock or the Company. • The Company does not expect there to be any market makers to develop a trading market in the Shares.

• The economic interest in the Company of a subscriber to this offering may be less than the percentage of overall Shares of Class B Common Stock to total equity or ownership of the Company. • The Company has been affected by the coronavirus pandemic. • The sports industry as a whole, and the U.S. and global economies, have been substantially affected by the coronavirus pandemic. • For a more detailed discussion of these and other significant risks, see “RISK FACTORS” in the main body of the Offering Circular. Investors will be given an opportunity to review the current status of all material contracts and financials and ask appropriate questions of management prior to subscribing to this offering.

Investment Analysis

The Company believes that it has strong economic prospects by virtue of the following dynamics of the industry, the success of its founders in their related business endeavors, and other reasons:

1. Management believes that after the coronavirus pandemic subsides, trends for growth in the racing, combat sports and entertainment industries in the United States will be favorable.

2. Management believes that after the coronavirus pandemic subsides, the demand for racing, combat sports and entertainment in the United States will grow, creating an opportunity for the Company as it is already ahead of many competitors because of its founders’ proven track record in these industries.

3. Management believes that its experience will position Evolution Development Group, Inc. for profitable operations and will create new market opportunities in the United States.

Despite management’s beliefs, there is no assurance that Evolution Development Group, Inc. will be profitable, or that management’s opinion of the industry’s favorable dynamics will not be outweighed in the future by unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares. In particular, while the Company and its management are hopeful that the long-term effects will eventually be minimized from the coronavirus pandemic and the related economic issues that have affected both the U.S. and the global economy and the Company, neither management nor the Company can offer any assurance that what they believe to be the long term favorable conditions will not be outweighed by the occurrence, the past problems and future unknown problems and issues caused by the coronavirus pandemic.

RISK FACTORS

The purchase of the Company’s Shares involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

The Company is, in addition to the risks set out below, subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies inherently involve greater risk than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Before investing, you should carefully read and carefully consider the following:

Risks Relating to The Company

The Company, The Sports Industry And The U.S. And Global Economies Have Been Substantially Affected By The Coronavirus Pandemic

In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. The World Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak and many states and countries, including the United States, have initiated significant restrictions on business operations. The Company faces uncertainty as the ongoing pandemic causes significant disruption to U.S and global markets and business, and the sports industry in general. The overall and long term impacts of the outbreak are unknown and evolving.

This pandemic has already adversely affected our business and most individual professional sports, at the time of this filing, are completely shut down, and this or another pandemic, epidemic or outbreak of an infectious disease in the United States or in another country may adversely affect our business. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. The extent to which the coronavirus impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

The effects of such a widespread infectious disease and epidemic has already caused, and may continue to cause or may cause in the future an overall decline in the U.S. and world economy as a whole. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause

an overall decline in the economy as a whole and therefore may materially harm our Company long term.

At the time of this filing, most individual professional sports are shut down. As this filing is being made, there is uncertainty as to if, or when, professional sports will. There is also uncertainly as to what long-term restrictions or other effects will occur in the professional sports industry. There is also uncertainty as to what will happen to in this regard should another health-related outbreak occur in the future.

All of these risks, and many others known or unknown, related to this outbreak, and future outbreaks, pandemics or epidemics, could materially affect the long-term business of the Company and your investment.

The Company Has Limited Operating History

The Company has a limited operating history and there can be no assurance that the Company's proposed plan of business can be realized in the manner contemplated and, if it cannot be, Shareholders may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable. As the Company has limited operational history, it is extremely difficult to make accurate predictions and forecasts on our finances.

The Company Is Dependent Upon Its Management, Founders, Key Personnel and Consultants to Execute the Business Plan, And Some Of Them Will Have Concurrent Responsibilities At Other Companies

The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers, particularly John Norman, as well as other key personnel and contractors. Some of them may have concurrent responsibilities at other entities. Some of the advisors, consultants and others to whom the Company’s ultimate success may be reliant upon have not signed contracts with the Company and may not ever do so. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's business, financial condition or results of operations. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees and consultants required for the initiation and expansion of the Company's activities, could have a materially adverse effect on it. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition or results of operations.

Although Dependent Upon Certain Key Personnel, The Company Does Not Have Any Key Man Life Insurance Policies On Any Such People At The Time Of This Offering

The Company is dependent upon management and on others in order to conduct its operations and execute its business plan, however, the Company has purchased only limited insurance policies (including a disability policy) with respect to those individuals in the event of their death or disability. Therefore, should any of these key personnel, management or founders die or become disabled, the Company may not receive sufficient, or any, compensation that would assist with such person's absence. The loss of such person could negatively affect the Company and its operations.

The Company Is Or Will Be Subject To Income Taxes As Well As Non-Income Based Taxes, Such As Payroll, Sales, Use, Value-Added, Net Worth, Property And Goods And Services Taxes

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

The Company Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies

The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

Changes In Laws Or Regulations Could Harm The Company’s Performance.

Various federal and state laws, including labor laws, govern the Company’s relationship with our employees and affect operating costs. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

The Company’s Bank Accounts Will Not Be Fully Insured

The Company’s regular bank accounts and the escrow account for this Offering each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any of Company’s banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

The Company’s Business Plan Is Speculative

The Company’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits. An investment in the Company’s Shares is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

The Company Faces Significant Competition in the United States, Canada and Elsewhere

The Company will face significant competition in the United States, Canada and elsewhere which could adversely affect your investment.

The Company Has Incurred Debt And Will Likely Incur Additional Debt

The Company has already incurred debt and will likely incur additional debt (including secured debt) in the future and in the continuing operations of its business. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

Our Revenue Could Fluctuate From Period To Period, Which Could Have An Adverse Material Impact On Our Business

Our revenue may fluctuate from period-to-period in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include the following events, as well as other factors described elsewhere in this document:

• Unanticipated changes to economic terms in contracts with clients, vendors, partners and those with whom the Company does business, including renegotiations; • Downward pressure on fees the Company charges for our services, which would therefore reduce our revenue; • Failure to obtain new clients and customers for our services; • Cancellation or non-renewal of existing contracts with clients and customers; • Changes in state and federal government regulations, international government laws and regulations or the enforcement of those laws and regulations; • General economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which the Company operates.

As a result of these and other factors, the results of operations for any quarterly or annual period may differ materially from the results of operations for any prior or future quarterly or annual period and should not be relied upon as indications of our future performance.

The Company’s Expenses Could Increase Without a Corresponding Increase in Revenues

The Company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company’s financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, (5) increases in borrowing costs, and (5) unexpected increases in costs of supplies, goods, materials, construction, equipment or distribution.

An Inability to Maintain and Enhance Image Could Affect Your Investment

It is important that the Company maintains and enhances it image, the image of any athletes the Company associates with in the future. The image and reputation of the Company and any athletes the Company associates with in the future may be impacted for various reasons including, but not limited to, lack of success racing or in other fields of athletics, bad publicity, issues unrelated to racing or other

athletics, and others. Such problems, even when unsubstantiated, could be harmful to the Company’s image and the reputation of the Company and other athletes the Company associates with in the future. Any negative publicity and/or litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company’s business, results of operations, and financial condition. Any negative publicity generated could damage the Company’s reputation and diminish the value of the Company’s brand and the brand of the athletes the Company associates with in the future which could have a material adverse effect on the Company’s business, results of operations, and financial condition, as well as your investment. Deterioration in the brand equity (brand image, reputation and product quality) of the Company or athletes the Company associates with in the future may have a material adverse effect on its financial results as well as your investment.

Changes In The Economy Could Have a Detrimental Impact On The Company

Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the Company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may decrease the disposable income that customers have available to spend on products and services like those of the Company and may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company’s financial results and on your investment.

The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan

In order to achieve the Company's near and long-term goals, the Company may need to procure funds in addition to the amount raised in this offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company is not able to raise sufficient capital in the future, it will not be able to execute our business plan, our continued operations will be in jeopardy and the Company may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment.

The Company May Not Be Able To Obtain Adequate Financing To Continue Our Operations

The Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include, but are not limited to, enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing Shareholders and may reduce the price of the Shares.

Terms Of Subsequent Financing, If Any, May Adversely Impact Your Investment

The Company may have to engage in common equity, debt, or preferred stock financings in the future. Your rights and the value of your investment in the Shares of Class B Common Stock could be reduced by the dilution caused by future equity issuances. Interest on debt securities could increase costs and negatively impact operating results. The Company is permitted to issue preferred stock pursuant to the terms of our Company documents, preferred stock could be issued in series from time to time with such

designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of Shares of Class B Common Stock. In addition, if the Company needs to raise more equity capital from the sale of additional stock or notes, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of your investment. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price.

Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares

Our employees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding stock, which may limit your ability and the ability of our other Shareholders, whether acting alone or together, to propose or direct the management or overall direction of our company. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for its Shares. The majority of our currently outstanding stock is beneficially owned and controlled by a group of insiders, including our employees, directors, executive officers and inside shareholders. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors or managers and the approval of actions for which the approval of our shareholders is required. If you acquire the Shares, you will have no effective voice in the management of the Company. Such concentrated control of the Company may adversely affect the price of the Shares. The Company’s principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. Such concentrated control may also make it difficult for the Company’s Shareholders to receive a premium for their Shares in the event that the Company merges with a third party or enters into different transactions which require Shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for the Shares.

The Company’s Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. If These Assumptions Or Analyses Prove To Be Incorrect, The Company’s Actual Operating Results May Be Materially Different From Its Forecasted Results

Whether actual operating results and business developments will be consistent with the Company’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company’s control, including, but not limited to:

• whether the Company can obtain sufficient capital to sustain and grow its business • the Company’s ability to manage its growth • whether the Company can manage relationships with athletes and any key vendors and advertisers • the timing and costs of new and existing marketing and promotional efforts • competition • the Company’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel • the overall strength and stability of domestic and international economies

Unfavorable changes in any of these or other factors, most of which are beyond the Company’s control, could materially and adversely affect its business, results of operations and financial condition.

To Date, The Company Has Had Operating Losses And Does Not Expect To Be Initially Profitable For At Least The Foreseeable Future, And Cannot Accurately Predict When It Might Become Profitable

The Company has been operating at a loss since the Company's inception, and the Company expects to continue to incur losses for the foreseeable future. Further, the Company may not be able to generate significant revenues in the future. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. As a result, The Company expects to continue to experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable. The Company’s ability to continue as a going concern may be dependent upon raising capital from financing transactions, increasing revenue throughout the year and keeping operating expenses below its revenue levels in order to achieve positive cash flows, none of which can be assured.

The Company May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy

The Company may not be able to expand the Company's markets or implement the other features of the Company's business strategy at the rate or to the extent presently planned. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. If the Company is unable to successfully manage the Company's future growth, establish and continue to upgrade the Company's operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected.

Successful implementation of the Company’s business strategy requires the Company to manage its growth. Growth could place an increasing strain on its management and financial resources. To manage growth effectively, the Company will need to:

• Establish definitive business strategies, goals and objectives; • Maintain a system of management controls; and • Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees.

If the Company fails to manage its growth effectively, its business, financial condition or operating results could be materially harmed.

The Company's Business Model Is Evolving

The Company's business model is unproven and is likely to continue to evolve. Accordingly, the Company's initial business model may not be successful and may need to be changed. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability to successfully market the Company's products and athletes to potential customers and who may not be convinced of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these products. The Company intends to continue to develop the Company's business model as the Company's market continues to evolve.

If The Company Fails To Maintain And Enhance Awareness Of The Company's Brand, The Company's Business And Financial Results Could Be Adversely Affected

The Company believes that maintaining and enhancing awareness of the Company's brand and the brands of any athletes the Company associates with is critical to achieving widespread acceptance and success of the Company's business. The Company also believes that the importance of brand recognition will increase due to the relatively low barriers to entry in the Company's market. Maintaining and enhancing the Company's and the brand awareness of any athletes the Company associates with may require the Company to spend increasing amounts of money on, and devote greater resources to, advertising, marketing and other brand-building efforts, and these investments may not be successful. Further, even if these efforts are successful, they may not be cost-effective. If the Company is unable to continuously maintain and enhance the Company's and its athletes’ media presence, the Company's market may decrease which could in turn result in lost revenues and adversely affect the Company's business and financial results.

The Company Needs to Increase Brand Awareness

Due to a variety of factors, the Company's opportunity to achieve and maintain a significant market may be limited. Developing and maintaining awareness of the Company's brand name and their athletes’’ brand names, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the market increases. Successfully promoting and positioning the Company's and other athletes’ brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. Therefore, the Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. If the Company fails to successfully promote the Company's or other athletes’ brand names or if the Company incurs significant expenses promoting and maintaining the Company's or other athletes’ brand names, it would have a material adverse effect on the Company's results of operations.

The Company Faces Competition In The Company's Markets From Various Large And Small Companies, Some Of Which Have Greater Financial, Research And Development, Production And Other Resources Than Does The Company

In many cases, the Company’s competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. The Company's ability to compete depends, in part, upon a number of factors outside the Company's control, including the ability of the Company's competitors to develop alternatives that are superior. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations.

The Company Currently Has Limited Marketing In Place

The Company currently has limited marketing organization for any athletes and the Company. If the Company is unable to establish sufficient marketing and sales capabilities or enter into agreements with third parties, the Company may not be able to effectively market and generate revenues.

Limitation on Director, Officer and Other’s Liability

pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company.

The Company May Face Significant Competition From Other Similar Companies, And Its Operating Results Will Suffer If It Fails To Compete Effectively

The Company may face significant competition from other companies, and its operating results could suffer if the Company fails to compete effectively. The industries in which the Company participates are intensely competitive and subject to rapid and significant change. The Company has competitors both in the United States and internationally. Many of its competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing organizations. Additional mergers and acquisitions in its industry may result in even more resources being concentrated in its competitors. As a result, these companies may obtain market acceptance more rapidly than the Company is able and may be more effective themselves as well. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries.

The Company’s Future Financial Performance And Its Ability To Compete Effectively Will Depend, In Part, On The Company’s Ability To Manage Any Future Growth Effectively

As the Company’s operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. The Company’s future financial performance and its ability to commercialize its business and to compete effectively will depend, in part, on its ability to manage any future growth effectively. To that end, the Company must be able to manage its development efforts effectively and hire, train and integrate additional management, administrative and sales and marketing personnel. The Company may not be able to accomplish these tasks, and its failure to accomplish any of them could prevent us from successfully growing the Company.

The Company’s Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks.

The Company may be subject, in the ordinary course of business, to losses resulting from accidents, acts of God and other claims against us, for which the Company may have no insurance coverage. The Company currently maintains no general liability, automobile, life, health, property, or directors' and officers' insurance policies. The Company has limited disability and workers compensation insurance. A loss that is uninsured, or underinsured, or which otherwise exceeds policy limits may require us to pay substantial amounts, which could adversely affect the Company’s financial condition and operating results.

If The Company Is Unable to Effectively Protect Its Intellectual Property and Trade Secrets, It May Impair The Company’s Ability to Compete

The Company’s success will depend on its ability to obtain and maintain meaningful intellectual property protection for any Company intellectual property. The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain

name or URL. Patents, trademarks and copyrights that have been or may be obtained by the Company may be challenged by others, or enforcement of the patents, trademarks and copyrights may be required. The Company also relies upon, and will rely upon in the future, trade secrets. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business.

Any infringement of the Company's patent, trademark, copyright or trade secret rights could result in significant litigation costs, and any failure to adequately protect the Company's trade secret rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenues. Existing patent, copyright, trademark and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect the Company's rights to the same extent as do the laws of the United States. Therefore, the Company may not be able to protect the Company's existing patent, copyright, trademark and trade secret rights against unauthorized third-party use. Enforcing a claim that a third party illegally obtained and is using the Company's Existing patent, copyright, trademark and trade secret rights could be expensive and time consuming, and the outcome of such a claim is unpredictable. This litigation could result in diversion of resources and could materially adversely affect the Company's operating results.

The Company Relies Upon Trade Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company's Proprietary Rights And The Company May Not Be Able To Ensure Their Protection

The Company currently relies on trade secrets. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business. Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Existing patent, copyright, trademark and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as do the laws of the United States. Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. Enforcing a claim that a third party illegally obtained and is using the Company's trade secrets could be expensive and time consuming, and the outcome of such a claim is unpredictable. Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results.

Computer, Website or Information System Breakdown Could Affect The Company’s Business

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company’s ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company’s financial results as well as your investment.

A Data Security Breach Could Expose The Company To Liability And Protracted And Costly Litigation, And Could Adversely Affect The Company's Reputation And Operating Revenues

To the extent that the Company's activities involve the storage and transmission of confidential information, the Company and/or third-party processors will receive, transmit and store confidential customer and other information. Encryption software and the other technologies used to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. The risk of unauthorized circumvention of such security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. Improper access to the Company's or these third parties' systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information. A data security breach of the systems on which sensitive account information are stored could lead to fraudulent activity involving the Company's products and services, reputational damage, and claims or regulatory actions against us. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. If unsuccessful in defending that litigation, the Company might be forced to pay damages and/or change the Company's business practices or pricing structure, any of which could have a material adverse effect on the Company's operating revenues and profitability. The Company would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach.

The Company Will Depend On Third-Party Providers For A Reliable Internet Infrastructure As Well As Other Aspects Of The Company’s Technology and Applications And The Failure Of These Third Parties, Or The Internet In General, For Any Reason Would Significantly Impair The Company's Ability To Conduct Its Business

The Company will outsource some or all of its online presence, server needs, technology development and data management to third parties who host the actual servers and provide power and security in multiple data centers in each geographic location. These third-party facilities require uninterrupted access to the Internet. If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. As has occurred with many Internet-based businesses, the Company may be subject to "denial-of-service" attacks in which unknown individuals bombard its computer servers with requests for data, thereby degrading the servers' performance. The Company cannot be certain it will be successful in quickly identifying and neutralizing these attacks. If either a third-party facility failed, or the Company's ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected.

The Company’s Actual Or Perceived Failure To Adequately Protect Personal Data Could Harm Its Business.

A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These privacy and data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. Compliance with these laws and regulations can be costly and can delay or impede the development of new products. The Company’s actual, perceived or alleged failure to comply with applicable laws and regulations or to protect personal data, could result in enforcement actions and significant penalties against the Company, which could result in negative publicity, increase the Company’s operating costs, subject the Company to claims or other remedies and may harm its business which would negatively impact the Company’s financial well-being and your investment.

The Company's Employees May Engage In Misconduct Or Improper Activities

The Company, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to the Company's reputation.

Limitation on Director, Officer and Other’s Liability

The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its Shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to managers, officers or others controlling or working with the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company.

There Are Doubts About the Company’s Ability to Continue as a Going Concern.

The Company’s independent auditors have raised doubts about the Company’s ability to continue as a going concern. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional financing. The Company anticipates raising additional funds through public or private financing, securities

financing and/or strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and Share price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s Shares, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights. Any additional financing could have a negative effect on Shareholders.

Risks Relating to This Offering and Investment

The Company May Undertake Additional Equity or Debt Financing That May Dilute The Shares In This Offering

The Company plans to undertake further equity financing which may be dilutive to existing Shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.

An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment

An investment in the Company’s Shares is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

The Shares Are Offered on A “Best Efforts” Basis and The Company May Not Raise the Maximum Amount Being Offered

Since the Company is offering the Shares on a “best efforts” basis, there is no assurance that the Company will sell enough Shares to meet its capital needs. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raise enough money to satisfy the full Use of Proceeds which the Company has outlined in this Offering Circular or to meet the Company’s working capital needs.

If The Maximum Offering Is Not Raised, It May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise

There is no assurance that the maximum number of Shares in this offering will be sold. If the maximum Offering amount is not sold, the Company may need to incur additional debt or raise additional equity in order to finance the Company’s operations. Increasing the amount of debt will increase the Company’s debt service obligations and make less cash available for distribution to the Company’s Shareholders. Increasing the amount of additional equity that the Company will have to seek in the future will further dilute those investors participating in this Offering.

Investor Funds Will Not Accrue Interest While in the Bank Account Prior To Closing

All funds delivered in connection with subscriptions for the Shares will be held in a non-interest- bearing bank account through Prime Trust LLC until a closing of the Offering, if any. Investors in the securities offered hereby may not have the use of such funds or receive interest thereon pending the completion of the Offering or a closing. If the Company fails to hold a closing prior to the termination date, investor subscriptions will be returned without interest or deduction.

The Company Has Not Paid Dividends or Revenue Share Payments In The Past And Is Uncertain If It Will Be Able To Pay Dividends or Revenue Share Payments In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of The Shares.

Please note that the Company has never paid dividends or revenue share payments on its Shares and is uncertain if it will be able to pay dividends or revenue share payments in the foreseeable future. The payment of dividends or revenue share payments on the Company’s Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. If the Company does not pay dividends or revenue share payments, its Shares may be less valuable because a return on your investment will only occur if its stock price appreciates. Consequently, investors must rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any gains on their investment. Investors seeking cash dividends should not purchase the Company’s Shares. It is possible that the Company may never reach a financial position where it can or will issue dividends or revenue share payments.

Class B Common Stock Issued Before January 1, 2019 Does Not Participate In The Revenue Share Pool.

All Class B Common Stock sold in this Offering will participate in the revenue share pool. Consistent with Article III(f)(v) of the Amended and Restated Articles of Incorporation, Class B Common Stock issued before January 1, 2019 does not participate in the revenue share pool.

Additional Financing May Be Necessary for The Implementation of The Company's Growth Strategy

Whether the Company is successful in selling the maximum number of Shares in this Offering or not, the Company may require additional debt, equity or other financing to pursue the Company’s growth and business strategies. These growth and business strategies include, but are not limited to enhancing the Company’s operating infrastructure and otherwise responding to competitive pressures. Given the Company’s limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to the Company. Lack of additional funding could force the Company to curtail substantially the Company’s growth plans. Furthermore, the issuance by the Company of any additional securities pursuant to any future fundraising activities undertaken by the Company or could result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders including you, and could dilute the ownership or benefits of ownership of existing Shareholders including, but not limited to reducing the value of the Shares of Class B Common Stock subscribed for under this Offering.

An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment

An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

There is No Public Trading Market for the Company's Shares or the Underling Shares

At present, there is no active trading market for the Company’s securities and the Company does not have plans at this time to file the documents and seek approval required to establish a trading market for the Shares being sold in this Offering. The Company cannot assure that even with the proper filings that a trading market will ever develop. In order to obtain a trading symbol and authorization to have the Company’s securities trade publicly, the Company must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority (“FINRA”) of which there is no assurance, before active trading of the Company’s securities could commence. If the Company’s securities ever publicly trade, they may be relegated to the OTC Pink Sheets. The OTC Pink Sheets provide significantly less liquidity than the NASD’s automated quotation system, or NASDAQ Stock Market. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of the Shares and the Company’s securities may be unable to resell their securities at or near their original price or at any price. In any event, except to the extent that investors’ Shares may be registered on a Form S-1 Registration Statement with the Securities and Exchange Commission in the future, there is absolutely no assurance that the Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Company’s business, financial and management information reporting, and applicable holding periods have been satisfied.

Sales Of The Company’s Shares By Insiders Under Rule 144 Or Otherwise Could Reduce The Price Of The Shares, If A Trading Market Should Develop

Certain officers, directors and/or other insiders may hold Shares in the Company and may be able to sell their Stock in a trading market if one should develop. The availability for sale of substantial amounts of Stock by officers, directors and/or other insiders could reduce prevailing market prices for the Company’s securities in any trading market that may develop.

Should The Company’s Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of The Type Of Shares Being Sold In This Offering May Cause The Price Of The Company’s Shares To Decline

Should a market develop, and the Company’s Shareholders sell, substantial amounts of the Company’s Shares in the public market, Shares sold may cause the price to decrease below the current value of the Shares. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that the Company deems reasonable or appropriate.

Because The Company Does Not Have An Audit Or Compensation Committee, Shareholders Will Have To Rely On Management To Perform These Functions

The Company does not have an audit or compensation committee comprised of independent directors or any audit or compensation committee. Management performs these functions as a whole. Thus, there is a potential conflict in that management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate

The discussions and information in this Offering Circular may contain both historical and “forward- looking statements” which can be identified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results to differ from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.

The Company Has Significant Discretion Over The Net Proceeds Of This Offering

The Company has significant discretion over the net proceeds of this Offering. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company.

The Offering Price For The Shares of Class B Common Stock Being Sold In This Offering Has Been Determined By The Company

The price at which the Shares are being offered has been arbitrarily determined by the Company. There is no relationship between the offering price and the Company’s assets, book value, net worth, or any other economic or recognized criteria of value. Rather, the price of the Shares was derived as a result of internal decisions based upon various factors including prevailing market conditions, its future prospects and its capital structure. These prices do not necessarily accurately reflect the actual value of the Shares or the price that may be realized upon disposition of the Shares.

You Should Be Aware Of The Long-Term Nature Of This Investment

There is not now, and likely will not be in the near future, a public market for the Shares. Because the Shares have not been registered under the Securities Act or under the securities laws of any state or non- United States jurisdiction, the Shares may have certain transfer restrictions. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company. You will be required to represent that you are purchasing the securities for your own account, for investment purposes and not with a view to resale or distribution thereof.

You Will Have Limited Influence On The Management Of The Company

Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a little ability to take part in the management of the Company as a minority Shareholder and will not be represented on any management board of the Company. Accordingly, no person should purchase the Shares unless he or she is willing to entrust all aspects of management to the Company.

The Shares in This Offering Have No Protective Provisions.

The Shares in this Offering have no protective provisions. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. If there is a "liquidation event" or "change of control" for the Company, the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction involving the Company.

No Guarantee of Return on Investment

There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Company’s Tax Expense

The Company’s future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. For example, in December 2017, the Tax Act was enacted into United States law. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. Any change in the interpretation of the Tax Act or other legislative proposals or amendments could have an adverse effect on the Company’s financial condition, results of operations, and cash flows. Furthermore, the effect of certain aspects of the Tax Act on state income tax frameworks is currently unclear, and potential changes to state income tax laws or their interpretation could further increase the Company’s income tax expense. The Company’s tax returns and positions (including positions regarding jurisdictional authority of foreign governments to impose tax) are subject to review and audit by federal, state, local and international

taxing authorities. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively impacting the Company’s results of operations.

The Exclusive Forum Provision In The Subscription Agreement May Have The Effect Of Limiting An Investor’s Ability To Bring Legal Action Against The Company And Could Limit An Investor’s Ability To Obtain A Favorable Judicial Forum For Disputes.

The subscription agreement for this Offering includes a forum selection provision that requires any claims against the Company based on the subscription agreement to be brought in a court of competent jurisdiction in the State of Florida other than claims brought to enforce any duty or liability created by the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations thereunder. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. There is also the possibility that the exclusive forum provision may discourage shareholder lawsuits, or limit shareholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its officers and directors. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Company’s business and financial condition.

You Will Need To Keep Records Of Your Investment For Tax Purposes.

As with all investments in securities, if you sell the Shares, you will probably need to pay tax on the long-term or short-term capital gains that you realize if sold at a profit or set any loss against other income. If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell.

The Shares Being Offered Have No Voting Rights

The Shares being offered in this Offering Circular have no voting rights. Control of the Company and nearly all management decisions affecting the Company will be exercised only by those holding shares of Class A Common Stock, which are not being offered herein. As a result, all matters submitted to Shareholders will be decided by the vote of holders of Class A Common Stock. As of the date of this Offering Circular, John Norman, CEO and Director, has voting control over 61.96% of the Company and Anthony Tann, Secretary and Director, has voting control over 35.87% of the Company. Together, John Norman and Anthony Tann will have control of approximately 97.83% of the Company’s voting power and have the ability to control the outcome of all matters submitted to Shareholders for approval. This concentrated control eliminates other Shareholders’ ability to influence corporate matters and, as a result, the Company may take actions that its Shareholders do not view as beneficial. Because the securities being sold in this Offering, Shares of Class B Common Stock, have no voting rights, if you invest, you should not expect to be able to influence any decisions by management of the Company through voting on Company matters.

The Shares Of Class B Common Stock Being Offered Are Subject To Drag-Along Rights

The Shares of Class B Common Stock being offered in this Offering Circular are subject to drag-along rights. As stated in the Company’s Bylaws, the holder or holders of at least a majority of the

outstanding Class A Common Stock and at least a majority of the outstanding Class B Common Stock (together, the “Drag-Along Seller”) have the right to seek and approve a drag-along sale of the corporation. If at any time, the Drag-Along Seller receives a bona fide offer from an independent purchaser for a drag-along sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. You should be aware that there is uncertainty as to whether a court would enforce this provision of the Bylaws and/or these drag along rights, and take that into account before making a decision to invest in the Company. Please review Article 3, Section 14 of the Company’s Bylaws (Exhibit 1A-2B) and the section below entitled “Drag-Along Rights” for additional details.

Additional Risks Related to The Company’s Involvement In The Sports Industry

The Sports Industry In General and Auto Racing and Contact Sports, Face Intense Competition For Attendance, Television Viewership And Sponsorship.

The sports industry in general, and the motorsports industry and combat sports industry in particular, are highly competitive. The Company cannot assure that any driver it contracts with, or auto racing league as a whole, or any involvement in the contact sports industry, will be competitive in the marketplace in light of such competition. For example, IndyCar racing events compete with other racing events for television viewership, attendance and sponsorship funding, including: Formula One, National, NASCAR, National Hot Rod Association, Sports Car Club of America, and others. Combat sports events compete with other combat sports events for television viewership, attendance and sponsorship funding, including boxing, UFC, mixed martial arts, professional wrestling and others. Additionally, motorsports and combat sports compete for spectator interest with all forms of professional and amateur sports, many of which have resources that exceed those of motorsports, and with a wide range of other available entertainment and recreational activities, including football, baseball, basketball, hockey and golf.

If the Race Car Drivers The Company Contracts With Are Unable To Keep Up With Advances In High Performance Car Technology, Their Competitive Position May Suffer.

Race cars used in motorsports, and by drivers the Company may contract with, and in racing events specifically, are characterized by leading-edge technology which is constantly evolving. If the cars our drivers are racing in fail to integrate the latest technology or fail to be maintained competently and using latest technology, his racing career may suffer, and the Company's performance would suffer as a result.

Bad Weather Could Adversely Affect The Company.

Because our drivers may participate in motorsports events which are held outdoors, weather conditions could affect their participation at such events and could have a negative effect on the Company.

Postponement and/or Cancellation Of Major Motorsports or Combat Sports Events Could Adversely Affect The Company.

If an event any of the Company’s race car drivers are scheduled to race in, or otherwise participate in, is postponed because of weather or other reasons, the Company could incur increased expenses

associated with participating in the rescheduled event. If such an event is cancelled, the Company would incur the expenses associated with preparing to attend the event, as well as losing any revenues the event may have produced for the Company. Similarly, if a combat sports event the Company planned to participate in is postponed because of any reason, the Company could incur increased expenses associated with participating in the rescheduled event. If such an event is cancelled, the Company would incur the expenses associated with preparing to attend the event, as well as losing any revenues the event may have produced for the Company.

Past and Future Pandemics Or Other Similar Occurrences Could Dramatically Affect Sporting Events Which Will Have A Significant Effect On The Company.

The unprecedented outbreak of the COVID-19 virus had a dramatic effect on the world, and on sporting events in particular. As a result of the spread of the virus, nearly all sporting events were cancelled or postponed, bars and restaurants were closed temporarily or permanently, gathering in public was prohibited or curtailed and widespread effects occurred to nearly every industry and every sector of every society worldwide. Short term and long term changes to sports and sporting events, and society in general, may have a negative effect on the Company and your investment. Furthermore, future pandemics, recurrences of the COVID-19 virus or a similar malady in the future, and other unforeseen or unpredictable health crises could have a significant effect on the Company and your investment. These events in the past and in the future will also have a significant effect on the ability of consumers to attend sporting events, on sporting events ability to occur for financial reasons and others, and on athletes being able to train to reach a competitive level, amongst other things. As a result, it is possible that the Company may not be able to fulfill its business plan, or to sustain the business based upon past and future pandemics or other similar occurrences.

The Company’s Financial Results Depend Significantly On Consumer And Corporate Spending.

The Company’s financial success is based, in large part, on the popularity amongst consumers and corporations of motorsports (in particular, IndyCar racing) and combat sports. This means the success of the Company’s business depends significantly upon a number of factors relating to discretionary consumer and corporate spending, including economic conditions affecting disposable consumer income and corporate budgets such as employment, business conditions, interest rates and taxation rates amongst other things. These factors can impact both attendance at racing or combat sports events and advertising and marketing dollars available from the sports industry’s principal sponsors. There can be no assurance that consumer and corporate spending will not be affected adversely by economic and other lifestyle conditions, thereby impacting the Company’s growth, revenue and profitability. A weakened economic and business climate, as well as consumer uncertainty created by such a climate, could adversely affect the Company’s financial success.

Government Regulation May Adversely Affect The Availability Of Sponsorships And Advertising.

The motorsports industry and the combat sports industry both generate significant recurring revenue from the promotion, sponsorship and advertising of various companies and their products. Actual or proposed government regulation can impact negatively the availability to the motorsports and combat sports industries of this promotion, sponsorship and advertising revenue. Advertising by the tobacco and alcoholic beverage industries is generally subject to greater governmental regulation than advertising by other sponsors of the Company’s events. In the past, there were several unsuccessful regulatory attempts to impose restrictions on the advertising and promotion of cigarettes and smokeless tobacco, including sponsorship of motorsports activities. If successfully implemented, these regulatory efforts would have prohibited the present practice of tobacco brand

name sponsorship of, or identification with, motorsports events, entries and teams. At this point, the ultimate outcome of these or future government regulatory and legislative efforts to regulate the advertising and promotion of cigarettes and smokeless tobacco is uncertain and the impact, if any, on the motorsports industry, the combat sports industry or the Company is unclear. Implementation of restrictions on the advertising or promotion of tobacco or alcoholic beverage products could adversely affect the Company.

The Company May Be Held Liable For Personal Injuries.

Motorsports and combat sports can be dangerous to participants and spectators. The Company does not maintain insurance policies that provide coverage that would protect us from a large financial loss due to liability for personal injuries sustained by persons on the Company’s property, in the ordinary course of the Company’s business, or caused by the racing activities or combat sports activities the Company participates in. There can be no assurance that, even if the Company purchased said insurance, the insurance would be adequate or available at all times and in all circumstances. The Company’s financial condition and results of operations could be affected negatively to the extent claims and expenses in connection with these injuries are greater than insurance recoveries.

Most Of The Athletes We Contract With Will Not Be An Afﬁliate, Director or Ofﬁcer Of The Company And Will Owe No Fiduciary Duties To The Company Or Any Of Our Shareholders.

The athletes we contract with will have no obligation to enhance the value of the company or disclose information to our shareholders. Events in the athlete’s personal life, including relationships with spouse, family, friends, etc. could have a significant impact on their athletic performance. The athletes’ obligations to disclose such personal events is extremely limited and they are under no obligation to disclose any personal matters to the Company’s shareholders. Furthermore, although the athletes may, in some circumstances, be contractually obligated to disclose certain material facts to us, we cannot guarantee that the athletes will comply with such disclosure requirements or that we can independently verify or uncover material events in the athletes' personal life. In addition, the athletes have no obligation to enhance the value of the Company’s brand or their own brand. Furthermore, since the athletes are, in most cases, neither a director nor an officer of our company, such athletes owe no fiduciary obligations to our shareholders. As a result, our shareholders will have no recourse directly against the athletes, either under our contract or under the securities laws.

Proﬁtability Of Our Contracts May Also Depend Upon Athletes' Ability To Attract And Maintain Endorsements And Attract And Maintain Other Income Generating Activities

The Company expects that the athletes we contract with will need to be able to maintain existing contracts they may have in place when they sign with us, as well as attract and maintain additional contracts, endorsements and other income generating activities. Despite this, the athletes have no obligation to take any actions to generate income, or to take any actions to increase the amount of income that they generate. Even if the athletes desire to and attempt to attract and maintain additional contracts, endorsements or other income generating activities, there can be no assurances that the athletes will be able to do so.

Athletes’ Competition For Endorsements And Other Income Opportunities Is Intense

Endorsement and income opportunities for athletes depend on a variety of factors, including the primary occupation, and perceived value of such profession to marketing executives, and other

factors in the primary occupation, such as quality of the athletes' performance, the sport and markets in which the athletes performs, skill of the athletes within their sport, and potential to perform in the future, as well as intangible traits while not engaged in athletics such as personality, personal drive and ambition, likability, authenticity and consistency. Thus, future endorsements and other income opportunities may be difﬁcult to attract and maintain, and they may not generate as much income as we expect or that they have historically. A downturn in the performance of an athlete could adversely affect such athletes' ability to attract and maintain endorsements. Even if the athlete enters into agreements that are capable of generating signiﬁcant income, such agreements may have termination clauses relating to performance, character or other reasons, or such agreements may become the subject of disputes. We will have no rights under our contracts to require the athletes to pursue any remedies or engage in any disputes with any third parties.

An Athlete’s Income May Decrease Due To Factors Outside The Control Of The Athlete, Such As An Injury, Illness, Medical Condition Or Death Of The Athlete, Or Due To Other Factors Such As Public Scandal Or Other Reputational Harm To The Athlete.

At present, we do not maintain any insurance against the loss of any athlete’s income as a result of injury, illness, medical condition or death of the athlete and we may choose to not do so in the future. Therefore, if an athlete becomes injured or sustains a serious illness or other adverse medical condition in the course of his professional career or otherwise, or dies, the athlete’s income would likely be dramatically less than we anticipate, and it is likely that such income could cease completely. We also expect to receive income from existing and future endorsement agreements entered into by the athletes, as well as other public activities related to the primary occupation of the athletes, such as television broadcasting. We believe that the athletes' ability to attract and maintain endorsement agreements as well as other sources of income will depend on the athletes' reputation and ability to be viewed favorably by the public. Prior to entering into a contract, we assess the character and reputation of each athlete through our independent assessments and other methods. However, there can be no assurance that our review process uncovers all facts and characteristics that could adversely affect the reputation of an athlete or the value of their future income. Even if our review process provides us with an accurate assessment of the character and integrity of an athlete as of the date of our review, there can be no assurance that circumstances in the future will not change, or that an athlete will continue to behave in a manner consistent with past behavior. Any harm to the public reputation of an athlete, or association of the athlete’s name with a public scandal, may reduce the athlete's ability to enter into and maintain future endorsements and other sources of income and as a result, income would likely decrease or may cease completely.

The Athletes Or Other Third Parties May Refuse Or Fail To Make Payments To Us Under Our contracts.

In some cases, the athletes we contract with may have to be billed for our services, requiring them to make payments top us from earnings, income or winnings to which we are entitled to a percentage. An athlete or other third party may dispute amounts to which we believe we are entitled, or may be unwilling or unable to make payments to which we are entitled, including for reasons discussed elsewhere in these risk factors. In either event, we may become involved in a dispute with the athlete or other third party regarding the payment of such amounts, including possible litigation. Disputes of this nature could harm the relationship between us and the athlete or other third party and could be costly and time-consuming for us to pursue. In addition, if the athlete or other third party who may be obligated to make payments to us were to become the subject of a proceeding under the United States Bankruptcy Code or a similar proceeding or arrangement under another state, federal or foreign law, our rights and interests under our contract or otherwise may be prejudiced or impaired,

perhaps signiﬁcantly so. In such circumstances, we may be precluded, stayed or otherwise limited in enforcing some or all of our rights under our contract or otherwise and realizing the economic and other beneﬁts contemplated therein. To the extent we do not receive payments under our contract to which we would otherwise be entitled as a result of any such debtor relief laws, the value of our Company could decline.

Our Athlete Contract Will Not Be Secured By Any Collateral Or Guaranteed Or Insured By Any Third Party Other Than The Athletes, And You Must Rely On The Company To Pursue Remedies Against The Athletes In The Event Of Any Default

The payments under the contracts we will enter into with athletes will be unsecured obligations of the athletes and will not be secured by any collateral, nor guaranteed or insured by any third party or governmental authority. Therefore, we will be limited in our ability to collect any payments that may be owed to us under a contract if those amounts are not paid. Generally, we would have to pursue remedies against the athletes or other third parties to whom our contract was assigned by the athlete. If the athlete defaults under our contract, there can be no assurances that the athletes will have adequate resources, if any, to satisfy any obligations to us under our contract. As a shareholder, you will have no recourse directly against the athletes.

Our Contract Does Not Restrict Athletes From Incurring Unsecured Or Secured Debt, Nor Does It Impose Any Other Financial Restrictions On The Athletes

If one the athletes with whom we contract incurs secured or unsecured debt after entering into a contract with us, or if the athlete incurs excessive expenses, the athlete may be impaired in its ability to make payments to us under our contract. In addition, additional debt or expenses may adversely affect the athlete’s creditworthiness generally, and could result in the ﬁnancial distress, insolvency, or bankruptcy of the athlete. To the extent that the athlete has or incurs indebtedness and expenses and cannot pay all of its indebtedness or expenses, the athlete may choose to make payments to other creditors rather than us. To the extent an athlete incurs indebtedness that is secured, such as mortgage, home equity, or auto loans, the ability of the secured creditors to exercise remedies against the assets of the athlete may impair the athlete's ability to make payments to us under our contract. The athlete may also choose to repay obligations under secured indebtedness before making required payments on our contract because the athlete has no collateral at risk in the case of our contract.

Failure Of An Athlete To Adequately Protect Their Intellectual Property Could Injure The Value Of The Athlete's Brand.

To a certain degree, the success of our contracts with athletes will be dependent on the athletes protecting their brands from intellectual property infringement (such as counterfeiting and other unauthorized uses of their intellectual property rights). Although the athletes we contract with may seek to protect the intellectual property rights associated with their brand by ensuring that they own and control certain intellectual property rights in and to those assets and, where appropriate, by enforcing those intellectual property rights, it may not be possible to detect all instances of brand infringement. Additionally, where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances that give rise to uncertainty as to the validity, scope and enforceability of an athlete's intellectual property rights. We will have no rights under our athlete contracts to enforce any intellectual property rights of the athletes or their brand. Infringement of their trademark, copyright and other intellectual property rights by others could have an adverse effect on the athlete’s income. If any athlete were to fail or be unable to secure, protect, maintain and/or enforce the intellectual property rights that vest in his or

her brand, then we could lose a portion of our cash stream that would have been received from the athlete.

Our Business Strategy Depends In Part On Our Ability To Build A Robust Roster Of Athletes And We May Not Be Able To Recruit Or Enter Into The Number Of Additional Contracts That We Anticipate Would Be Necessary To Support Our Business Model

Our success depends in part on our ability to build a robust roster of athletes and beneﬁt from economies of scale. We do not know if future potential athletes will agree to enter into our contracts and we may not be able to attract sufﬁcient additional athletes. For example, future athletes may not view our contract as an attractive value proposition to them due to any number of factors. As a result, we may be forced to revise our business model to attract additional athletes.

There Is A Substantial Likelihood That Many Athletes We Enter Into Contracts With Will Never Earn Any Money, Or Enough Money To Be Worth The Investment We Make In The Athlete.

Our business model is based on us being able to identify and enter into contracts with athletes that are able to ultimately earn compensation of which we, and investors, will share on a case by case basis. However, identifying athletes who will be profitable for the Company is, and always will be, based in part upon speculation and inexact science, and there is a substantial likelihood that we will enter into contracts with many athletes we believe will generate future compensation, but who will fail to do so for various reasons including, but not limited to, the athlete’s inability to continue to develop in his or her sport, the athlete’s failure to reach a level where they can be compensated, injury or illness of the athlete, and numerous other reasons. Only a very small percentage of individual sport athletes reach a level where the development money and other funds expended by the Company could reach a level that creates a revenue stream for the Company and a disbursement of funds to investors. Your investment in our Company involves a high degree of risk that some or all of the athletes we choose to expend funds on will never provide a return on that investment in said athlete.

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANY’S MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE, AS WELL AS OTHERS NOT DISCUSSED ABOVE.

DILUTION

The term "dilution" refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given Share when additional Shares are issued. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 6.8% of the total outstanding shares of the Company.

The Company anticipates that subsequent to this Offering, the Company may require additional capital. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. Your stake in the Company could be diluted due to the Company issuing additional

Shares of Class B Common Stock or other securities such as stock, or securities or debt convertible into stock or additional classes of stock. When the Company issues more Shares or other securities, the percentage of the Company that you own will decrease, even though the value of the Company may increase. If this event occurs, you may own a smaller piece of a larger company. An increase in number of shares outstanding could also result from a share offering (such as an initial public offering, an equity crowdfunding round, a venture capital round, or an angel investment), employees or others exercising stock options, vesting of stock options or by conversion of certain instruments such as convertible bonds, other classes of stock or warrants into stock or other equity. If the Company decides to issue more Shares or other securities, an investor could experience value dilution, with each Share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per Share, although this typically occurs only if the Company offers dividends, and most early stage companies like the Company are unlikely to offer dividends, preferring to invest any earnings into the Company.

The type of dilution that negatively affects early-stage investors most occurs when the Company sells more Shares or securities in a “down round,” meaning at a lower valuation than in earlier offerings. This type of dilution might also happen upon conversion of convertible notes into stock. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the number of convertible notes that a company has issued and may issue in the future, and the terms of those notes. At present, the Company has not issued any convertible notes, but it is possible that such notes could be issued in the future.

If you are making an investment expecting to own a certain percentage of the Company or expecting each Share to hold a certain amount of value, it is important to realize how the value of those Shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each Share, ownership percentage, control, share of revenues and earnings per Share.

If you invest in the Company’s Shares, your interest will be diluted immediately to the extent of the difference between the Offering price per Share and the pro forma net tangible book value per share after this Offering. As of December 31, 2018, the net tangible book value of the Company was $(41,561) since the Company has not generated any revenue to date but had cumulative expenses equal to $41,561 and $100 in paid-in-capital. As of December 31, 2019, the net tangible book value of the Company was $16,862 since the Company has not generated any revenue to date but had cumulative expenses equal to $233,138 and $250,100 in paid-in-capital. As of June 30, 2020, the net tangible book value of the Company was $(15,515) since the Company has not generated any revenue to date but had cumulative expenses equal to $265,615 and $250,100 in paid-in-capital. Based on the number of Shares of Class A Common Stock (1000) and Shares of Class B Common Stock (43,716,046) issued and outstanding as of the date of this Offering Circular, that equates to a net tangible book value of approximately $(0.00035) per Share on a pro forma basis. Net tangible book value per Share consists of shareholders’ equity adjusted for the retained earnings (deficit), divided by the total number of Shares outstanding. The pro forma net tangible book value, assuming full subscription in this Offering, would be $0.054 per Share.

Thus, if the Offering is fully subscribed, the net tangible book value per Share owned by the Company’s current shareholders will have immediately increased by approximately $0.05 per share without any additional investment on their part and the net tangible book value per Share for new investors will be immediately diluted to $0.05 per Share. These calculations do not include the costs of the Offering, and such expenses will cause further dilution.

The following tables illustrate the per Share dilution which would occur under each of the “Use of Proceeds” section scenarios shown below (after deducting the appropriate offering expenses for each scenario) as of June 30, 2020 financial statements:

If the total capital raised is $600,000: Offering price per Share* $0.75 Net Tangible Book Value per Share before Offering (based on 43,716,046 $0.00035 Shares) Increase in Net Tangible Book Value per Share Attributable to Shares $ 0.013 Offered Hereby (based on 800,000 Shares) Net Tangible Book Value per Shares after Offering $0.013 (based on 44,516,046 Shares) Dilution of Net Tangible Book Value per Share to Purchasers in this $0.74 Offering *Before deduction of offering expenses

If the total capital raised is $1,200,000: Offering price per Share* $0.75 Net Tangible Book Value per Share before Offering (based on $0.00035 43,716,046 Shares) Increase in Net Tangible Book Value per Share Attributable to Shares $0.026 Offered Hereby (based on 1,600,000 Shares) Net Tangible Book Value per Shares after Offering $0.026 (based on 45,316,046 Shares) Dilution of Net Tangible Book Value per Share to Purchasers in this $0.72 Offering *Before deduction of offering expenses

If the total capital raised is $1,800,000: Offering price per Share* $0.75 Net Tangible Book Value per Share before Offering (based on 43,716,046 $0.00035 Shares) Increase in Net Tangible Book Value per Share Attributable to Shares $0.041 Offered Hereby (based on 2,400,000 Shares) Net Tangible Book Value per Shares after Offering $0.039 (based on 46,116,046 Shares)

Dilution of Net Tangible Book Value per Share to Purchasers in this $0.71 Offering *Before deduction of offering expenses

If the total capital raised is $2,400,000: Offering price per Share* $0.75 Net Tangible Book Value per Share before Offering (based on 43,716,046 $0.00035 Shares) Increase in Net Tangible Book Value per Share Attributable to Shares $0.054 Offered Hereby (based on 3,200,000 Shares) Net Tangible Book Value per Shares after Offering $0.051 (based on 46,916,046 Shares) Dilution of Net Tangible Book Value per Share to Purchasers in this $0.69 Offering *Before deduction of offering expenses

There is a material disparity between the price of the Shares in this Offering and the effective cash cost to existing shareholders for shares acquired by them in a transaction during the past year. The Company’s operations to date have been funded by the founders and initial investors. Total funding provided by these sources from inception through December 31, 2019 amounted to $250,000 and has continued since then. Total funding provided by these sources from inception through June 30, 2020 amounted to $250,000 and has continued since then. The average effective cash contribution for Shares acquired by investors in transactions during the past year was approximately $0.0058 per Share, whereas the public contribution under this Offering will be $0.75 per Share.

PLAN OF DISTRIBUTION

The Company is offering a Maximum Offering of up to $2,400,000.00 of its Shares. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. The Company will not initially sell the Class B Shares through commissioned broker-dealers other than Dalmore, but may do so after the commencement of the offering. Any such arrangement will add to its expenses in connection with the offering. If the Company engages one or more additional commissioned sales agents or underwriters, the Company will supplement this Form 1-A and Offering Circular to describe the arrangement. The Company will undertake one or more closings on a rolling basis as funds are received from investors. The timing and amounts of such closings will be in the sole and absolute discretion of the Company, who will take into consideration as to when closings will take place such matters as the feedback received from market participants regarding their interest in participating in the Offering and the impact that a closing would have on the continuation of the Offering. Furthermore, the Company anticipates that closings will be held such that no cleared investor funds will remain in the bank account for more than approximately 30 business days, assuming said funds and the investors have cleared compliance with the broker-dealer. At each closing, funds held in the bank account will be distributed to the Company, and the associated Shares will be issued to all investors at the same time following the closing of the Offering. Funds tendered by investors will be kept in the bank account until the next closing after they are received by the bank.

All subscribers will be instructed by the Company or its agents to transfer funds by wire, credit or debit cards or ACH transfer directly to the bank account established for this Offering or deliver checks made payable to “Prime Trust, LLC as Escrow Agent for Investors in Evolution Development Group, Inc. Securities Offering” which shall be deposited into the bank account and released to the Company at each closing. Should the Company choose to accept credit or debit cards as payment of the subscription amount, processing fees and other charges may be added to the subscription amount to pay for the third-party costs of processing such payments.

Except as stated above, subscribers have no right to a return of their funds unless no closings have occurred by the termination date of the Offering, in which event investor funds held in the bank account will promptly be refunded to each investor without interest or deductions. The Company may terminate the Offering at any time for any reason at its sole discretion, and may extend the Offering past the planned termination date in the absolutely discretion of the Company.

None of the Shares being sold in this Offering are being sold by existing securities holders. All of the securities were authorized as of October 4, 2018.

After the Offering Circular has been qualified by the Securities and Exchange Commission (the “SEC”), the Company will accept tenders of funds to purchase the Shares. The Company has engaged Prime Trust LLC as the escrow agent to hold investor funds in a bank account to hold investor funds until compliance is complete. Because this is not a contingent offering, no escrow account will be established and no escrow agreement will be filed as Exhibit 1A-8 to this Form 1-A of which this Offering Circular is a part. If an escrow account is created despite the lack of legal requirement, the Company will file as Exhibit 1A-8 to this Form 1-A of which this Offering Circular is a part.

The Company initially will use its existing website, www.evolutiondg.com, to provide notification of the Offering. Persons who desire information will be directed to either www.evolutiondg.com, or a website owned and operated by an unaffiliated third party that provides technology support to issuers engaging in equity crowdfunding efforts. This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the above-referenced websites.

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation that if you are not an “accredited investor” as defined under federal securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement.

The Company has engaged Dalmore Group, LLC (“Dalmore”), a broker-dealer registered with the SEC and members of the Financial Industry Regulatory Authority (“FINRA”), to perform the following functions in connection with this Offering, but not for underwriting or placement agent services:

1. Accept investor data from the Company, generally via a reputable software system from a technology provider, but also via other means as may be established by mutual agreement;

2. Process potential investors, including, but not limited to, running reasonable background checks for anti-money laundering and PATRIOT Act purposes (together, “AML”), as well as comply with Know Your Customer (“KYC”) rules;

3. Review and process information from potential investors, including but not limited to running reasonable background checks for AML, IRS tax fraud identification and purposes, and to gather and review responses to customer identification information;

4. Review subscription agreements received from prospective investors to confirm their participation in the Offering;

5. Contact the Company and/or the Company's agents, if needed, to gather additional information or clarification from prospective investors;

6. Provide the Company with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions;

7. Transmit data to the Company's transfer agent in the form of book-entry data for maintaining the Company's responsibilities for managing investors, investor relationship management, and record keeping;

8. Keep investor details and data confidential and not disclose to any third party except as required by regulators or by law (e.g. as needed for AML); and

9. Comply with any required FINRA filings including filings required under Rule 5110 for the offering.

The Company has agreed to pay Dalmore a broker-dealer services fee equivalent to 5% of all capital raised in the Offering and 3% cashless exercise warrants based on the number of shares of Class B common stock sold in the offering, exercisable for up to 5 years. The warrants may be exercised by Dalmore or their assigns for 105% of the offering price ($0.7875 per share) and will, when exercised, provide Dalmore or their assigns with Class B Shares. The warrants are (a) not exercisable or convertible more than five years from the qualification date of the offering circular pursuant to FINRA Rule 5110(f)(2)(G)(i); (b) comply with lock-up restrictions pursuant to FINRA Rule 5110(g)(1); and (c) comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). The Company has also paid a FINRA 5110 filing fee of $3,500.00 and a due diligence flat fee of $15,000.00 to a previously engaged broker-dealer, at least $12,500 of this due diligence flat fee was paid to a third-party due diligence provider and any portion of the flat fee not paid to a third party due diligence provider will be refunded to the Company. The Company is also liable to reimburse and Dalmore for any out-of-pocket expenses incurred in relation to the services provided. The total amount of out-of-pocket expenses that may be reimbursed to Dalmore is capped at $10,000.00, not including the $15,000.00 due diligence fee and the FINRA filing fee.

The warrants described in the preceding paragraph and the right to purchase securities upon exercise hereof shall terminate upon the earliest of (a) the close of business on the five year anniversary of qualification of the Company's Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. For the avoidance of doubt, the warrants will not be exercisable more than five years from the qualification date of this Offering pursuant to FINRA Rule 5110(f)(2)(G)(i). The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii).

It is anticipated that one additional broker-dealer, StartEngine Primary LLC (“StartEngine”) will enter into commission sharing agreements with Dalmore and will act as a part of a selling group for this Offering. For sales of securities to investors originated by StartEngine, in lieu of the fee structure

set out above, the Company shall pay a cash success fee equivalent to 7% of the gross proceeds raised in the Offering, with 5% of the gross proceeds from said investors being paid to StartEngine, and 2% of the gross proceeds from said investors being paid to the managing broker-dealer, Dalmore. In lieu of the warrant structure set out above, for sales of securities to investors originated by StartEngine, the Company shall grant cashless warrants equivalent to 5% of the number of shares of Class B common stock sold in the offering, at 105% of the offering price ($0.7875 per share), with 3% of the warrants from said investors being paid to StartEngine, and 2% of the warrants from said investors being paid to the managing broker-dealer, Dalmore. The warrants granted to StartEngine may be exercised by StartEngine or their assigns at 105% of the offering price ($0.7875 per share) and will, when exercised, provide StartEngine or their assigns with Shares of Class B Common Stock.

Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees.

Dalmore is not participating as an underwriter in this Regulation A Offering and under no circumstance will it solicit any investment in the Company in this Regulation A Offering, recommend the Company's securities in this Regulation A Offering or provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. Dalmore is not distributing any securities offering prospectuses in this Regulation A Offering or making any oral representations concerning the securities offering prospectus in this Regulation A Offering or the Regulation A Offering itself. Based upon Dalmore’s anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Regulation A offering and no investor should rely on Dalmore’s involvement in this Offering as any basis for a belief that either has done extensive due diligence. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Form 1-A and/or Offering Circular presented to investors by the Company. All inquiries regarding this Offering should be made directly to the Company.

This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 360 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. Funds received from investors will be counted towards the Offering only if the form of payment clears the banking system and represents immediately available funds held by the Company prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended for up to another 180 days by the Company, or as otherwise set out herein.

If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. The minimum investment amount for a single investor is $150.00 for 200 Shares unless reduced on a case-by-case basis by the Company. If paying by check, all subscription checks should be made payable to “Prime Trust, LLC as Escrow Agent for Investors in Evolution Development Group, Inc. Securities Offering.” If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor.

The Company maintains the right to accept or reject subscriptions in whole or in part for any reason or for no reason. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. All monies from

rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

This is an offering made under an exemption from registration via “Tier 2” of Regulation A. The Shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the Shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. Selling broker-dealers and other persons who may participate in the offering may make additional reasonable inquiries in order to verify an investor's suitability for an investment in the Company. Transferees of the Shares may also be required to meet the above suitability standards or other standards applicable under federal and state securities law.

The Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

The sale of Shares of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized.

Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information.

USE OF PROCEEDS

The Use of Proceeds is an estimate based on the Company’s current business plan. The Company

may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and the Company will have broad discretion in doing so. Because the Offering is a “best efforts” offering, the Company may close the Offering without sufficient funds for all the intended purposes set out below or even to cover the costs of the Offering.

The maximum gross proceeds from the sale of the Shares in this Offering are $2,400,000.00. The net proceeds from the Offering, assuming it is fully subscribed, are expected to be approximately $2,080,000.00 after the payment of offering costs including broker-dealer fees. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use a substantial portion of the net proceeds for operations and general working capital. At present, management’s best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company’s management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company’s management at all times.

A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

USE OF PROCEEDS TABLE

$ 600,000 $ 1,200,000 $ 1,800,000 $ 2,400,000 Marketing $ 130,000 $ 300,000 $ 300,000 $ 350,000 Salaries and Wages $ 0 $ 40,000 $ 120,000 $ 200,000 Broker Dealer Fees $ 35,000 $ 75,000 $ 100,000 $ 125,000 Offering Expenses $ 200,000 $ 200,000 $ 200,000 $ 200,000 Athlete Development $ 200,000 $ 500,000 $ 1,000,000 $ 1,250,000 Recruiting Travel for Athletes $ 0 $ 10,000 $ 15,000 $ 25,000 Reserves/Working Capital $ 35,000 $ 75,000 $ 65,000 $ 250,000 Total $ $600,000 $ $1,200,000 $ $1,800,000 $ $2,400,000

(1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. In addition to the fees above, the Company shall grant to Dalmore (or their designees and assignees) cashless warrants equivalent to 3% of the number of shares of Class B common stock sold in the offering, at 105% of the offering price ($0.7875 per share). Fees in the chart above only reflect the cash fee (5%), and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. The warrants may be exercised by Dalmore or their assigns at 105% of the offering price ($0.7875 per share) and will, when exercised, provide Dalmore or their assigns with

Shares of Class B Common Stock. A previously engaged broker-dealer was paid a $15,000 due diligence fee by the Company. Dalmore may engage the services of additional FINRA member broker- dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. Should such additional broker-dealers be engaged, an amendment to this Offering Circular will be filed disclosing the additional fees. Dalmore is not an underwriter and will not be paid underwriting fees but will be paid service fees.

One additional broker-dealer, StartEngine Primary LLC (“StartEngine”) is expected to enter into commission sharing agreement with Dalmore and to act as a part of a selling group for this Offering. For sales of securities to investors originated by StartEngine, in lieu of the fee structure set out above, the Company shall pay a cash success fee equivalent to 7% of the gross proceeds raised in the Offering, with 5% of the gross proceeds from said investors being paid to StartEngine, and 2% of the gross proceeds from said investors being paid to the managing broker-dealer, Dalmore. In lieu of the warrant structure set out above, for sales of securities to investors originated by StartEngine, the Company shall grant cashless warrants equivalent to 5% of the number of shares of Class B common stock sold in the offering, at 105% of the offering price ($0.7875 per share), with 3% of the warrants from said investors being paid to StartEngine, and 2% of the warrants from said investors being paid to the managing broker-dealer, Dalmore. The warrants granted to StartEngine may be exercised by StartEngine or their assigns at 105% of the offering price ($0.7875 per share) and will, when exercised, provide StartEngine or their assigns with Shares of Class B Common Stock.

(2) The Offering Expenses are estimated at a total of $200,000 in the chart above but may vary from that total. The estimated Offering Expenses in this chart include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of- pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include service fees paid to Dalmore or any type of commissions to be paid to any broker- dealer.

DESCRIPTION OF THE BUSINESS

General

Evolution Development Group, Inc. (“We” “EVO” or the “Company”) is a Florida corporation formed on October 4, 2018.

The Company’s Chief Executive Officer is John Norman. The Company’s offices are located at 10949 Esteban Drive, Ft. Myers, FL 33912. The Company’s Chief Executive Officer may be reached at 239- 313-3693 or via e-mail to [email protected]. The Company is relying on this offering to fund its ongoing business. Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. Further, the Company will require substantial additional funds, even beyond those raised in this Offering, in order to fully implement its business plan and to seek to become profitable.

Summary

For certain individual sports, money—more than talent—is the biggest challenge of an athlete’s career. It’s a broken model where a financial setback can mean the end of one athlete’s career, and a minor stumble for another. Fans may never know how much better a sport can be when the budgets are balanced, the athletes are focused, and raw talent meets raw talent in the heat of competition.

EVO is here to make it happen.

EVO is a revolutionary athlete-development company whose mission is to create tomorrow’s champions. Born from a team of industry veterans, EVO is focused on scouting athletes for their extraordinary skill, and funding their development through fan investment. As EVO athletes succeed, a portion of their winnings will be returned to the Company and its investors.

EVO allows fans to become investors who invest in an athlete’s journey from toil to triumph.

The EVO Business Plan

For individual sports like racing, boxing, MMA, golf, and tennis—money (more than talent) is the biggest challenge of an athlete’s career. EVO is focused on changing that paradigm by taking skilled athletes who are struggling, and funding their development in exchange for a share of future earnings. Those earnings are then shared with fans who have invested in EVO’s vision of leveling the playing field for athletes to compete without the burden of financial constraints.

As EVO athletes succeed, a portion of their winnings is returned to the Company and ultimately, for the benefit of the Company’s investors. This enables EVO’s investors to become engaged consumers. EVO athletes to have the ability to become focused champions, and for EVO-involved sports to become growth markets in an increasingly noisy world.

Initially, EVO is focused on three individual sports: IndyCar, combat sports (MMA & Boxing) and professional golf.

At the time this Offering Circular is being filed, EVO does not have any athletes under contract in IndyCar, combat sports (MMA & Boxing), professional golf or any other sport.

IndyCar

The 2018 Indy Lights season ended with rookie Patricio O'Ward1 on top. He won the championship title with 9 wins, a record-setting 9 pole positions, and 13 podiums. His prize was a $1 million-dollar scholarship to join the IndyCar series, but his Harding-Steinbrenner racing team let him go amidst rumors that money troubles were preventing them from financing their proposed 2-car team. Arguably one of the best new drivers to hit the series faced spending the year sitting in the stands due to lack of funding.

In March 2019, Patricio got a break with the Carlin team signed him for 13 races and then the Red Bull Junior team, seeing his vast potential, signed him in May 2019.

So what if the Carlin and Red Bull deals never happened? Patricio would be a world-class driver unable to touch the track.

IndyCar drivers face many types of funding problems2 such as:

1 Patricio O'Ward is not affiliated with EVO in any manner. His story is used to illustrate the problems inherent for a professional race car driver with talent, but not enough funding. 2 Perez, J. (2018). Show Me the Money: The Finances Behind IndyCar, NASCAR, and Formula 1. [online] The Drive. Available at:

• Drivers must carry their own life and health insurance, with the highest premiums for high- risk athletes. • Some drivers have gone into debt in order to buy a seat, hoping that any prize money or sponsorship money they earn during the year will repay the loan. • Even drivers with good reputations must spend much of the racing season selling car, suit, and helmet advertising space.3

Combat Sports (Boxing and MMA)

Boxers and MMA fighters face expenses for coaching, gym membership, insurance, medical bills, license fees, equipment, professional services, travel, and living expenses. There is no union (like in team sports) to protect these fighters, and most have to work separate jobs to be able to fight rather than focus on becoming the best that they can be.

With the rapidly growing participation in and the popularity of MMA, there is an increasing demand for athlete management and instructional fights. Yet fighters have extremely limited options for representation and need outlets to showcase their skills along with independent guidance to progress in their careers. EVO plan to fill this void.

Professional Golf

Without a sponsor, aspiring professional golfers play in as many events as they can afford. They do so with the added stress of playing against the best golfers in the world, where every stroke means the difference between their score staying in the red, while they must worry about their bank account being in the red. Development costs for a professional golfer are estimated at more than $100,000 per year for mini-tournaments, qualifying school, coaching, travel, food, rent and other expenses. Making the cut at most events gets the golfer a check for about $1,4004, so their scores need to be consistently solid just to stay ahead on their tournament expenses alone.

The EVO Difference

The challenges detailed above are unavoidable, but with EVO offsetting many of the costs, EVO athletes will be afforded the opportunity to excel and compete at the level of top athletes in each field. EVO plans to find the select few athletes who have a high probability of being a future champion in their sport but are under resourced. EVO plans to give them the resources needed to become that champion – from the coaches and trainers, to the development plans that will be set for them based on their individual skills and emotional intelligence. To ensure progress and success, EVO athlete performance will be reviewed on a regular basis. Funds will be used not just for training and athletic development, but also for food, housing, insurance and more, as well as a weekly stipend, in some instances. In addition, a marketing team will be on hand to assist with content development and the personal brand development and promotion that is so crucial to today’s professional athlete. The EVO model is about cultivating the whole athlete – their persona and their skills, in a singular, consistent motion. https://www.thedrive.com/accelerator/22168/behind-the-shadowy-billion-dollar-payouts-of-f1-nascar-and-indycar [Accessed 27 Mar. 2019]. 3 Id. 4 Gregg, H. (2018) How much does it cost to chase the dream of playing pro golf?, Golfwrx.com. Available at: http://www.golfwrx.com/499540/how-much-does-it-cost-to-chase-the-dream-of-playing-pro-golf/ (Accessed: March 22, 2019)

Investors

Fantasy sports has been one of the greatest drivers of sports viewership in the past decade. When fans feel they have a stake in a sport or athlete through fantasy sports, they increase their consumption of the sport and athlete across all media. Fantasy sports alone have led to a 73% increase in viewership for MLB and a 35% increase in the NFL5. A fan investing in EVO, and by extension in EVO’s athletes, is more likely to be engaged in sports viewership because they’ve put money where their passion is.

EVO plans to revolutionize fandom in individual sports through investment in EVO’s athletes. EVO plans to leverage the investment power of the masses with a goal of not just creating fans, but also empowering fan advocates who are genuinely passionate enough about EVO’s athletes and their sports to become a brand ambassadors and help build the EVO fan and investor community. More importantly, these investors will also share in the earnings of each EVO athlete.

Growth Markets

EVO represents a vision of leveling the financial playing field for certain highly skilled athletes. EVO believes this will lead to more competitive sports and better fan experiences. For example, EVO believes:

• More competitive sports mean more exciting games. • More exciting games means more viewership. • More viewership means higher returns for the sports, the media who carry it, and the brands who advertise around it. • Those higher returns mean more compensation for the individual athletes, including those under the Evo umbrella.

If EVO and its athletes become the seed to grow competition, excitement, media coverage and viewership - it makes the Company and its professional athletes more attractive targets for business to business marketing opportunities, and involvement in other opportunities.

Helping Talented But Underfunded Athletes Is Just The Start

In addition to the athlete development model, EVO will be built on a mobile platform allowing direct access between its athletes and fans. EVO plans for the app it will develop to provide users with content such as:

• Video progress updates from the athletes. • Periodic live feeds. • EVO member forums. • Periodic EVO-branded video montages showcasing an athlete’s success.

5 Nesbit, Todd & A. King, Kerry. (2010). The Impact of Fantasy Sports on Television Viewership. Journal of Media Economics. 23. 24–41. 10.1080/08997761003590721. https://www.thedrive.com/accelerator/22168/behind-the-shadowy-billion-dollar-payouts-of-f1-nascar-and-indycar [Accessed 27 Mar. 2019].

• Shared music (Spotify) tracklists for workouts. EVO athletes will share who they’re listening to and fans will be able to submit options of their own. • Inside looks at EVO athletes’ diet and exercise routines. • Pro tips for users looking to up their game as well. • Links to EVO news, sports news, and season schedules. • A calendar for signing/appearance events.

EVO’s investors will get additional VIP perks through the app such as:

• The app will be investors’ admission pass to VIP events hosted by EVO Entertainment. • The app will also be a line-cutting pass to appearance events, giving users early access to meet top EVO athletes in person. • The app will monitor the success of each investor’s EVO investment such as their share of any revenue pool of EVO athletes’ winnings). • The app will give investors an early look at athletes joining the EVO stable of athletes. • An opt-in “Find investors” feature will allow EVO investors to discover each other at parties, on the street, or in their hometown—allowing the possibility for lasting relationships to bloom with EVO as the seed for new connections.

EVO’s app will elevate engagement with fans, incentivize rising athletes to participate, and facilitate direct interaction between sponsors and fans.

EVO Entertainment

EVO is led by a seasoned and highly acclaimed team of veterans in the business of global exhibitions, Las Vegas nightlife, and premium popup experiences. The Company’s EVO Entertainment division plans to create truly memorable VIP experiences in the leadup to events where EVO athletes will compete. The EVO Entertainment team has proven success with some of the largest brands in the world making this division the perfect backstop to EVO’s athlete development arm.

EVO Entertainment events will be open to all, but EVO plans for investors to get perks such early admission, separate entrances to events to avoid lines, meet and greet with EVO athletes, separate bars and bathrooms and after parties.

EVO’s Revenue Model

EVO’s initial funding will come from private investments including this Regulation A Offering. EVO plans a series of Regulation A offerings in the future to allow as many investors as possible to join the EVO team in growing the Company by bringing talented athletes to EVO. The Company believes revenues will be generated primarily from four primary sources: Sponsorships, business-to- business opportunities, events and the Company’s share of EVO athletes’ winnings and compensation.

Sponsorships

For sports, the changing economy and viewing habits have lowered the price of lucrative multi-year television contracts, and with it, the marketing appeal from top-notch sponsors. EVO plans to change this conversation. As a brand built from the ground up in this new world, EVO embraces new interests and consumption habits with its focus on fans, investors, athletes and entertainment events.

Unlike team sports franchises, EVO plans to reach consumers in the manner they consume content in today’s world—online, interactive, and bite-sized. For sponsorship opportunities, all brands want to reach consumers, and EVO is funded by and talking directly-to consumers every day. EVO believes it will be a difficult opportunity for brands to ignore, culminating in sponsorship revenues for the Company.

Business-To-Business

EVO provides fertile grounds for B2B opportunities such as:

• Selling space at EVO events for brands to showcase their products • Integrating apps into the EVO app • Selling rich demographic metrics that reveal developing trends as they happen, while keeping personal information private.

Events

The EVO management team includes successful event and nightlife promoters, recognized for their ability to orchestrate premier events. Bringing the party and doing it well is its own business, and the EVO management team has proven success with some of the largest brands in the world. Given this pedigree, EVO events provide revenue opportunities for the Company.

Roughly 3 in 4 millennials (78 percent) would choose to spend money on an experience or event over buying something desirable.6 Millennials want to spend their money on experiences that allow them to be with others. In a recent Harris survey, 69 percent of respondents said they believe attending live experiences helps them connect better with their friends, their community and people around the world.7 82 percent of Harris respondents said they participated in a “live event” in the past year, and 72 percent said they’d like to increase their expenditures on experiences in the coming year.8

Deficiencies exist on the fan side of the individual sports equation, including a lack of smart, sophisticated and relevant consumer and VIP experiences in the industry. EVO plans to fill this void through its events.

Athlete Compensation

As an EVO athlete succeeds, EVO earns a share of their winnings and compensation. In most cases, EVO athletes will pay a percentage of their earnings to EVO. While this will be subject to negotiation with each EVO athlete and the percentage will vary, in each case 5% of EVO’s share of each athlete’s compensation will, as soon as it is paid to EVO, be placed into a pool of funds to be distributed at the end of each calendar year to investors holding the Shares sold in this Offering, based on the percentage of Shares each investor holds.

Seasoned and Accomplished Leadership Team

6 Eventbrite & Harris (2017). Millennials: Fueling The Experience Economy. Retrieved from: https://eventbrite- s3.s3.amazonaws.com/marketing/Millennials_Research/Gen_PR_Final.pdf 7 Id. 8 Id.

The EVO management team has demonstrated that it is uniquely capable of delivering on the Company’s mission, led by CEO John Norman, a globally renowned exhibition industry luminary who built and sold three companies that produced scores of international blockbusters attracting millions of visitors. Secretary and Director Anthony Tann is a successful marketing executive with years of experience breaking into and differentiating new markets with a background primarily focused on strategic advisory. Executive Vice Presidents Greg Costello and Michael Perry have spent a combined 35 years reimagining and perfecting the VIP experience in numerous luxury casino properties and high-profile Super Bowl pop-up events.

Jay Howard is a seasoned British professional racing driver and entrepreneur with three Indianapolis 500 starts to his name, including most recently in 2018. Howard won the Firestone Indy Lights championship in 2006, an essential step into the top-level of open-wheel racing. Howard won the championship by four points, marking the closest margin in the Series’ storied history on the strength of two wins, two pole positions and seven podium finishes in 12 starts for Sam Schmidt Motorsports and Lucas Oil. In 2005, he took home the USF2000 Championship and Rookie of the Year Honors, breaking the late and eventual Indy 500 winner Dan Weldon’s Series record, with nine wins. That year, he captured six pole positions and established a Series record, with six consecutive victories.

Prior to qualifying for his first Indianapolis 500, Howard also won the seventh annual karting event: RoboPong 200 at Newcastle Motorsports Park. A popular fixture at key karting classics across the country, Howard has finished first or second every year he has entered the annual PRI Show All Stars of Karting event and trains up-and-coming future stars through his Driver Development team. Given his experience mentoring young drivers, it was no surprise when MTV handpicked Howard to serve as a driving coach for the network as part of a special promotion in their primetime lineup along with American Family Insurance.

Howard is presently working with EVO as a consultant but the Company plans to have him become an employee at some point in the future once certain benchmarks are met. At present, Kevin is neither an officer nor an employee of the Company, but the Company plans to have him take on the role of leading EVO's racing vertical as an employee in the future.

Kevin Barry is an Olympic boxing silver medalist and trainer of multiple world champions. Barry already holds a special place in New Zealand boxing history. Barry began his involvement with boxing at the age of eight under the guidance of his father, Kevin Barry Sr. His father coached him through a stellar amateur boxing career in the light heavyweight division where he earned a bronze medal at the 1982 Commonwealth Games and a silver medal at the 1984 Olympics. In the semi-final round, Barry faced off against the great Evander Holyfield, where he won the silver medal after Holyfield was disqualified for throwing a late punch. In a true show of sportsmanship, Barry was the first to raise Holyfield’s arm after the result, cementing a lifelong friendship in the process.

Barry was also a three-time Oceania Games Champion, won the inaugural Commonwealth Championship in the Ulster Hall in Belfast, Northern Ireland, and won the silver medal at the prestigious Kings Cup in Bangkok, winning three fights there while becoming the first New Zealander to ever win a bout at the event. After his amateur career, Barry moved into the world of management, promotion and training of fighters, television commentary, and as an expert boxing analyst. In 1992, he transitioned the amateur career of Olympic bronze medalist David Tua into the professional ranks. Under Barry’s 12-year management and three years as the head trainer for Tua, he reached world heavyweight title challenger status, and ultimately became one of the most dangerous heavyweight punchers of all time. During this time, Barry also transitioned Olympic standouts Robbie Peden of Australia and Maselino Masoe from American Samoa into professional

boxers. He trained and managed these fighters for several years. Both fighters later became world champions, with Peden winning the IBF super featherweight title in 2005 and Masoe the WBA middleweight title in 2004.

In 2004, Barry relocated with his family to Las Vegas, where he established a gym that has produced two world champions. Barry diversified into coaching Muay Thai and MMA alongside his boxing. He had successes with Shawn Yarborough; the 2006 World Amateur Muay Thai Champion, who then went on to win as a Professional the IKKC and WBC 175 lb Light Heavyweight titles. He coached Muay Thai World Champion, Kit Cope and MMA Superstar Gina Carano and 2 time world kick boxing champion Dewey Cooper. Under Kevin’s guidance, Beibut Shumenov claimed the WBA world light heavyweight title in just his 10th professional fight - a world record for the division that still stands. Together they made 3 world title defenses.

Barry guided the careers of undefeated world ranked European fighters; Ravshan Hudaynazarov and Gayrat Ahemedov (Uzbekistan), Alexander Zhuravsky (Kazakhstan) and Umar Salamov (Russia). In 2013, Barry began a partnership with Joseph Parker and Duco Events that would see Parker make history by becoming the first New Zealand-born heavyweight champion of the world.

Barry is presently working with EVO as a consultant but the Company plans to have him become an employee at some point in the future once certain benchmarks are met. At present, Barry is neither an officer nor an employee of the Company, but the Company plans to have him take on the role of leading EVO's Combat Sports vertical as an employee in the future.

DESCRIPTION OF PROPERTY

The Company owns no real property.

LITIGATION

The Company is not involved in any litigation and is not aware of any pending or threatened legal actions.

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

You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting the Company’s current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Offering Circular.

BUSINESS

Evolution Development Group, Inc. is a Florida corporation formed on October 4, 2018. The Company was formed for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Florida.

Overview

There are three classes of shares in the Company: Class A Common Stock, Class B Common Stock and a class of Preferred Stock. Securities to be issued pursuant to this Offering will be Shares of Class B Common Stock. For more details on the rights of the Shares, see the Bylaws attached hereto and the section “Securities Being Offered” below.

The grand majority of the equity of the Company is presently owned by founders, officers and directors John Norman and Anthony Tann, but as Shares of Class B Common Stock of the Company are issued pursuant to this Offering, John Norman and Anthony Tann’s ownership in the Company will be diluted. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 6.8% of the Company.

Results of Operations

The period of October 4, 2018 (date of inception) to December 31, 2018.

Revenue. Total revenue for the period from October 4, 2018 (date of inception) to December 31, 2018 was $0 as the Company was in the start-up phase.

Operating Expenses. Operating expenses for the period from October 4, 2018 (date of inception) to December 31, 2018 was $41,561. Operating expenses for the period were comprised of the types of expenses shown in the “Use of Proceeds” chart above.

Net Loss. Net loss for the period from October 4, 2018 (date of inception) to December 31, 2018 was $ (41,561). This is equal to the operating expenses plus accrued interest of $ 0 since there were no revenues during that start-up period.

Charge to Retained Earnings for pre-inception costs: None

The period of January 1, 2019 to December 31, 2019.

Revenue. Total revenue for the period from January 1, 2019 to December 31, 2019 was $0.00 as the Company remained in the start-up phase.

Operating Expenses. Operating expenses for the period from January 1, 2019 to December 31, 2019 was $191,577. Operating expenses for the period were comprised of the types of expenses shown in the “Use of Proceeds” chart above.

Net Loss. Net loss for the period from January 1, 2019 to December 31, 2019 was $ (191,577). This is equal to the operating expenses plus accrued interest of $0.00 since there were no revenues during that start-up period.

Charge to Retained Earnings for pre-inception costs: None.

The period of January 1, 2020 to June 30, 2020.

Revenue. Total revenue for the period from January 1, 2020 to June 30, 2020 was $0 as the Company remained in the start-up phase.

Operating Expenses. Operating expenses for the period from January 1, 2020 to June 30, 2020 was $31,477. Operating expenses for the period were comprised of the types of expenses shown in the “Use of Proceeds” chart above.

Net Loss. Net loss for the period from January 1, 2020 to June 30, 2020 was $ (31,477). This is equal to the operating expenses plus accrued interest of $0 since there were no revenues during that start- up period.

Charge to Retained Earnings for pre-inception costs: None.

Liquidity and Capital Resources

During the period from October 4, 2018 (date of inception) to December 31, 2018 the Company received funding consisting of $42,012 (advances from founders) which was used to cover the operating expenses. The Company had net cash of $50 on December 31, 2018.

During the period from January 1, 2019 to December 31, 2019 the Company received funding consisting of $250,000 which was used to repay a $45,000 loan to John Norman and to cover operating expenses for the year. The Company had net cash of $28,949 on December 31, 2019.

During the period from January 1, 2020 to June 30, 2020 the Company did not receive funding. The Company had net cash of $21,392 on June 30, 2020.

Plan of Operations

The Company's plan of operation for the 12 months following the commencement of this Offering is to continue with capital raising and development of its business. Upon receipt of the proceeds from this capital raise, it is the intention of the Company to find athletes to train and develop. EVO also plans to develop fan initiatives to drive engagement across all EVO verticals. This engagement will consist of live events, and the development of technology for its fans to engage.

In the Company’s opinion, the proceeds from this Offering will not satisfy the Company’s cash requirements indefinitely, so the Company anticipates that it will be necessary to raise additional funds in the next 1-3 years to implement the plan of operations as it evolves over time. During that time frame, the Company does not expect to be able to satisfy its cash requirements through revenues and the proceeds from this Offering alone, and therefore the Company anticipates that it will attempt to raise additional capital through the sale of additional securities in additional offerings, or through other methods of obtaining financing such as through loans or other types of debt. The Company cannot assure that it will have sufficient capital to finance its growth and business operations or that such capital will be available on terms that are favorable to the Company or at all. The Company is currently incurring operating deficits that are expected to continue for the foreseeable future.

Trend Information

Because the Company is still in the startup phase and because the Company has only recently launched, the Company is unable to identify any recent trends in revenue or expenses since the latest financial year. Thus, the Company is unable to identify any known trends, uncertainties, demands, commitments or events involving its business that are reasonably likely to have a material effect on its revenues, income from continuing operations, profitability, liquidity or capital resources, or that

would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

A great deal of uncertainty has recently arisen as a result of the coronavirus pandemic and the economic fallout it has caused. It is impossible at present to know all short term and long term effects from the coronavirus pandemic and the economic fallout it has caused. If the Company is unable to react to a changing business climate, new laws and regulations that may result, the short term and long term effects from the coronavirus pandemic and the economic fallout it has caused, our Company could have significant problems. Despite this, the Company believes that the market for its products and services will continue to improve if economic conditions in the United States improve once the pandemic subsides. As a result, the Company still sees a good opportunity for growth in the U.S. and abroad.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. The list is not intended to be a comprehensive list of all of its accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on the Company’s business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect the Company’s reported and expected financial results. Note that the Company’s preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of its consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. Actual results could differ from those estimates. It is reasonably possible that changes in estimates will occur in the near term.

Risks and Uncertainties The Company has a limited operating history. The Company's business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include: recession, downturn or otherwise, local competition or changes in consumer taste. These adverse

conditions could affect the Company's financial condition and the results of its operations. As of December 31, 2019, the Company is operating as a going concern.

Cash and Cash Equivalents The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of currency held in the Company’s checking account. As of December 31, 2018, the Company had $50 in a corporate checking account. As of December 31, 2019, the Company had $28,949 in a corporate checking account. As of June 30, 2020, the Company had $21,392 in a corporate checking account.

Receivables and Credit Policy Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice. The Company, by policy, routinely assesses the financial strength of its customer. As a result, the Company believes that its accounts receivable credit risk exposure is limited and it has not experienced significant write-downs in its accounts receivable balances. As of December 31, 2018, the Company did not have any material outstanding accounts receivable. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. As of June 30, 2020, the Company did not have any material outstanding accounts receivable.

Property and Equipment Property and equipment are recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed as incurred. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income.

Depreciation is provided using the straight-line method, based on useful lives of the assets. As of December 31, 2018, the Company had recorded no depreciation. As of December 31, 2019 the Company had recorded no depreciation. As of June 30, 2020 the Company had recorded no depreciation.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. As of December 31, 2018, the Company had no fixed assets. As of December 31, 2019, the Company had no fixed assets. As of June 30, 2020, the Company had no fixed assets.

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members’ equity or expensed depending on whether the offering is successful or not successful, respectively. As of December 31, 2018, the Company had recorded a balance of deferred offering costs of $15,000. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $15,000. As of June 30, 2020, the Company had recorded a balance of deferred offering costs of $14,000 (net of $1,000 amortization).

Income Taxes Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, cryptocurrency valuation and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

The Company is taxed as a C Corporation for federal and state income tax purposes. As the Company has recently been formed, no material tax provision exists as of the balance sheet date.

The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. As of December 31, 2018, the unrecognized tax benefits accrual was zero. As of December 31, 2019, the unrecognized tax benefits accrual was zero. As of June 30, 2020, the unrecognized tax benefits accrual was zero.

The Company is current with its foreign, US federal and state income tax filing obligations and is not currently under examination from any taxing authority.

Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured.

Advertising Expenses The Company expenses advertising costs as they are incurred.

Organizational Costs In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Concentration of Credit Risk The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard for nonpublic entities will be effective after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

In February 2016, FASB issued ASU No. 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2016- 02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

In August 2016, FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230).” ASU 2016-15 provides classification guidance for certain cash receipts and cash payments including payment of debt extinguishment costs, settlement of zero-coupon debt instruments, insurance claim payments and distributions from equity method investees. The standard is effective on January 1, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption will have on its financial statements and related disclosures.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our balance sheet

Revenue Recognition

The Company recognizes revenue when it has been realized and earned. The revenue is realized with the critical event (see planned sources of revenue below) and the amount of revenue is measurable.

The Company’s planned sources of revenue include: (1) Athlete Management, (2) Live Events and (3) Technology.

The Company had $ 0 revenue during 2018. The Company had no product returns during 2018. The Company had $0 revenue from January 1, 2019 to December 31, 2019 and had no product returns from January 1, 2019 to December 31, 2019. The Company had $0 revenue from January 1, 2020 to June 30, 2020 and had no product returns from January 1, 2020 to June 30, 2020.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership

or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months.

DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Offering Circular, the Company has 0 full-time employees. The Company plans to actively hire its additional employees at such time as the Company has sufficient capital or financing to do so.

The directors and executive officers of the Company as of the date of this Offering Circular are as follows:

John Norman Chief Executive Officer, President and Board of Directors Member

John Norman is an experienced leader and successful entrepreneur with a career spanning more than 30 years. John has the rare ability to see opportunity where others do not.

John’s career started at Magicworks Entertainment, where he was a producer and promoter of live events such as The Magic of David Copperfield, Broadway theater giants Jesus Christ Superstar and West Side Story, and concert tours including the Reunion Tour of Fleetwood Mac and Janet Jackson's Velvet Rope Tour.

After the acquisition of Magicworks by Clear Channel Communications, John served as Co- President and Chief Operating Officer of Clear Channel Exhibitions. There, he spearheaded the acquisition of BBH Exhibits and led a 40-person division collaborating with the world's most prestigious science museums, fine art museums and cultural institutions. John strengthened the financial prospectus of a blockbuster exhibition by creating and producing multiple Titanic exhibits that toured simultaneously around the globe before a combined audience of more than 6 million people. Beginning in 1999, he coordinated relationships and led complex negotiations with Vatican officials which resulted in Saint Peter and the Vatican: The Legacy of the Popes, a multi-year blockbuster tour of the Vatican’s most valuable objects.

After Clear Channel, John went on to establish Arts and Exhibitions International (AEI) and created Diana, A Celebration along with the Spencer family, which celebrated the life of Princess Diana. The award-winning exhibition toured for 11 years and was seen by over 1 million visitors worldwide. In 2005, AEI secured the touring rights from the Egyptian Government for the highly acclaimed Tutankhamun and the Golden Age of the Pharaohs, which drew more than 11 million visitors worldwide. After two years of touring, AEI was acquired by AEG Entertainment. Along with the support of AEG, John organized several new touring exhibitions that included Cleopatra: The Search for the Last Queen of Egypt, Real Pirates, Michael Jackson: The Official Exhibition, and others. He has more than 20 years of experience in the arts and entertainment industry and has led multinational teams in the design, production, marketing, and sales of traveling museum and fine art exhibitions throughout the world, which has solidified AEI's position as the industry leader in the creation of first-class exhibitions.

In 2012, the exhibition division was acquired by Premier Exhibitions, a public company that controlled the rights to the artifacts recovered from the Titanic. During his tenure, he organized a Pompeii exhibition as well as a Saturday Night Live experience in New York City.

In 2015, John launched Exhibitions International, which was ultimately acquired by IMG Worldwide in 2017. Exhibitions International is responsible for creating blockbuster exhibitions such as the new King Tut: Treasures of The Golden Pharaoh, Pompeii: The Exhibition, Mummies of the World: The Exhibition, and is currently organizing an exhibition on the smash musical Hamilton.

During John's career as a world-class producer, he stepped in to manage his son Ryan Norman’s career as he entered open-wheel racing and successfully navigated him to a position on Michael Andretti’s highly selective Indy Lights team. While managing Ryan’s career, John was engulfed in the racing community, its culture, and its business. He quickly saw the issues that plagued the sport, and with the help of Anthony Tann, created EVO to address them.

Anthony Tann Secretary, and Board of Directors Member

Anthony Tann intuitively sees new opportunities and builds world-class teams who foster new ideas and execution that drives material business growth. He always leads by example and is a firm believer in continuous improvement.

Anthony started his career at global research and advisory giant Gartner in their research division, working primarily with the marketing leaders’ team. He saw Gartner not as a job, but as a learning experience in his journey to becoming an entrepreneur.

After Gartner, he moved into a leadership role at Celsius, a boutique marketing and advertising firm focused on higher education with the goal of differentiating the industries they serve. After successfully repositioning Celsius into new specific sectors while growing the current business and revenue, he left Celsius to pursue entrepreneurial opportunities. He would soon join John Norman at IMG, working directly with him on all new business opportunities for the entertainment world of blockbuster exhibitions and events.

Anthony holds a bachelor’s degree in Political Science from St. Bonaventure University. He has served as a confidential advisor to several successful startups and established companies. He is passionate about listening to others and learning not only from traditional means but by seeking out and learning from those who are experts.

Anthony spends the majority of his free time with his wife and two dogs and is an avid fan of auto sports such as IndyCar, Formula 1, Rallying, and much more.

Greg Costello Executive Vice President EVO Combat and EVO Entertainment

Greg Costello is a seasoned entertainment industry visionary with more than 15 years of experience in Daylife and Nightlife programming. A key figure on the Las Vegas scene for the past dozen years, Greg is known for delivering innovative, engaging and profitable consumer experiences.

Since 2011, Greg has served as Director of Customer Development for Hyde Bellagio and Hyde T- Mobile Arena as part of the SBE Group.

In 2017, Greg became a Managing Partner of C4 Live, a global entertainment, hospitality and management company that designed and delivered GA and VIP consumer experiences at Super Bowl LII in Minnesota for EA Sports and AT&T/DIRECTV.

Greg previously ran Legion Marketing, C4’s predecessor, where he spearheaded high-impact GA/VIP experiences at Super Bowl 50 and Super Bowl LI in San Francisco and Houston, respectively.

Greg is recognized as a leading expert in nightlife marketing, operations, sales, finance and logistics.

Michael Perry Executive Vice President EVO Combat and EVO Entertainment

With more than two decades of strategy, operations and financial experience, Michael Perry is uniquely qualified to assist EVO business units in achieving their corporate vision. Michael has held numerous executive leadership roles during his career, including stints as a COO, CMO, SVP Strategy and SVP FP&A.

Michael’s entertainment and hospitality experience comes from leading key entertainment operations for the last three Super Bowls, as well as the CMA Music Fest (for HGTV) and Global Citizen Festival. For these marquee properties, Michael and his team have delivered strategy and operational support, as well as technology user experience design and implementation.

He has served in various senior roles at C4 Live, NFL On Location, Nomadic Entertainment, Murphy Productions, BMG Music and JPMorgan Chase.

Additionally, Michael has extensive experience with venture and early-stage development companies.

Troy Collins Executive Vice President

Troy Collins brings experience to the EVO management team from working with IMG where has overseen booking, institutional sales and consumer marketing for King Tut; Treasures of the Golden Pharaoh, Mummies of the World, Pompeii: The Exhibition, and Victoria the T. Rex. King Tut set a new all-time record in France for exhibition attendance with over 1.47 million tickets sold. As a member of the Exhibitions executive team at IMG, Troy also managed affairs related to division planning and strategy, new business development, finance, legal and operations. IMG Exhibitions reported over $15 mm in EBITDA in budget year 2019. Prior to IMG/Exhibitions international, Mr. Collins served for seven years as Senior Vice President of Earned Revenue, Marketing and Operations for The Franklin Institute in Philadelphia, one of the world’s leading science centers. His areas of responsibility included the public facing side of the museum and related departments including admissions, marketing, membership, sales, exhibitions, theaters, operations and programmatic functions. He was also responsible for earned revenue from ancillary products and services. During his time at the Institute, Collins achieved record net contribution levels, co- produced exhibitions such as Cleopatra, Art of the Brick, Body Worlds, Pompeii and was Executive

Producer of the national tour of Dead Sea Scrolls: Life and Faith in Ancient Times and of the full- dome planetarium film To Space and Back. For his work as Executive Producer of the promotional film 80 Years of Discovery, Collins was the recipient of a 2014 Mid-Atlantic Emmy Award.

James Norman Chief Financial Officer

James (Jim) Norman is a licensed CPA (non-practicing) in the State of Ohio with a wide background in various industries and financial experience. Jim received his BA in Accounting and Health Care Administration from Bowling Green State University and began his career at Peat, Marwick, Mitchell CPAs in Cleveland, Ohio. In 1982, he joined IMG as Director of Administration for Transworld International, the television division of IMG and was responsible for the accounting functions for the sale of televised sporting events around the world such as Wimbledon, The Masters, U.S. Open Golf and Tennis, NFL games and auto racing events, etc.

In 1987, Jim moved into the health care industry and began a 30-year career specializing in long term care for the elderly. He provided financial and reimbursement expertise to Vencor Inc., Horizon Healthcare, and was the original Controller for Tandem Healthcare, a start-up long term care organization that grew from 6 skilled nursing facilities in Florida to over 20 facilities in Pennsylvania, Virginia, New Jersey and Florida.

Jim is also an experienced trader in the financial markets including stocks, options, forex and futures. This varied experience is beneficial for providing financial oversight for Evolution Development Group. Jim Norman is the brother of Chief Executive Officer, President and Director John Norman.

Approx. Hours Name Position Age Term of Office Per Week Executive Officers: John Norman Chief Executive Officer, President 60 October 4, 2018 to present 40 Anthony Tann Secretary 29 October 4, 2018 to present 20 Greg Costello Executive Vice President 45 October 4, 2018 to present 20 Michael Perry Executive Vice President 53 October 4, 2018 to present 20 Troy Collins Executive Vice President 54 March 6, 2020 to present 20 James Norman Chief Financial Officer 61 April 23, 2020 to present 10 Directors: John Norman Director 59 October 4, 2018 to present 40 Anthony Tann Director 29 October 4, 2018 to present 20

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

From October 4, 2018 through December 31, 2019, the Company has paid $11,000 in compensation to its executive officers and directors. From January 1, 2020 through June 30, 2020, the Company has paid $13,200 in compensation to its executive officers and directors. The Company will pay existing officers in the future, and may hire additional officers in the future and pay them, and may also choose to compensate its directors in the future.

Capacity in which Cash Other Total Name compensation was received Compensation Compensation Compensation Executive Officers and Directors: John Norman CEO, President, Director $0.00 $0.00 $0.00 Anthony Tann Secretary, Director $13,200.00 $13,200.00 $11,000.00 Greg Costello Executive Vice President $0.00 $0.00 $0.00 Michael Perry Executive Vice President $0.00 $0.00 $0.00

Troy Collins Executive Vice President $0.00 $0.00 $0.00 Michael Perry Executive Vice President $0.00 $0.00 $0.00 James Norman Chief Financial Officer $0.00 $0.00 $0.00

Employment Agreements

The Company has entered into employment agreements with John Norman, Michael Perry, Greg Costello and Troy Collins.

John Norman’s employment agreement renews on an annual basis and once certain criteria are met, the contract calls for a base salary of $150,000 per year and eligibility for an annual bonus in the sole and absolute discretion of the Board of Directors. The contract also provides 40 work days of paid time off during each calendar year, which may be used at any times that are consistent with the Company’s business needs and interests. The employment agreement will not become effective, notwithstanding its execution, until the Company has raised, in the aggregate, $4,000,000 in proceeds from its securities offerings. Within 30 days after the date on which the Company receives $4,000,000 in proceeds from the securities offerings the Company will pay Norman all salary specified in the employment agreement in a lump sum for the period beginning on October 4, 2018, through the date said proceeds are received by the Company. Michael Perry’s employment agreement renews on an annual basis and once certain criteria are met, the contract calls for a base salary of $150,000 per year and eligibility for an annual bonus in the sole and absolute discretion of the Board of Directors. The contract also provides 40 work days of paid time off during each calendar year, which may be used at any times that are consistent with the Company’s business needs and interests. The employment agreement will not become effective, notwithstanding its execution, until the Company has raised, in the aggregate, $4,000,000 in proceeds from its securities offerings. Within 30 days after the date on which the Company receives $4,000,000 in proceeds from the securities offerings the Company will pay Perry all salary specified in the employment agreement in a lump sum for the period beginning on October 4, 2018, through the date said proceeds are received by the Company. Greg Costello’s employment agreement renews on an annual basis and once certain criteria are met, the contract calls for a base salary of $150,000 per year and eligibility for an annual bonus in the sole and absolute discretion of the Board of Directors. The contract also provides 40 work days of paid time off during each calendar year, which may be used at any times that are consistent with the Company’s business needs and interests. The employment agreement will not become effective, notwithstanding its execution, until the Company has raised, in the aggregate, $4,000,000 in proceeds from its securities offerings. Within 30 days after the date on which the Company receives $4,000,000 in proceeds from the securities offerings the Company will pay Costello all salary specified in the employment agreement in a lump sum for the period beginning on October 4, 2018, through the date said proceeds are received by the Company. Troy Collins’s employment agreement renews on an annual basis and once certain criteria are met, the contract calls for a base salary of $150,000 per year and eligibility for an annual bonus in the sole and absolute discretion of the Board of Directors. The contract also provides 40 work days of paid time off during each calendar year, which may be used at any times that are consistent with the Company’s business needs and interests. The employment agreement will not become effective, notwithstanding its execution, until the Company has raised, in the aggregate, $4,000,000 in proceeds from its securities offerings. Within 30 days after the date on which the Company receives $4,000,000 in proceeds from the securities offerings the Company will pay Costello all salary specified in the employment agreement in a lump sum for the period beginning on February 4, 2020, through the date said proceeds are received by the Company.

These agreements are attached as Material Contracts in Exhibit 1A-6 to this Offering Circular.

Equity Incentive Plan

The Company established an Equity Incentive Plan, effective as of October 4, 2018, for the benefit of its directors and certain key employees and consultants. Under the terms and conditions provided in this Equity Incentive Plan, stock options, vesting stock and stock awards may be authorized and granted to the Company’s directors, executive officers, employees and key employees or consultants. Stock options or a significant equity ownership position in the Company may be utilized by the Company in the future to attract one or more new key senior executives or others to manage and facilitate the Company’s growth. All stock, options or vesting stock granted under this Equity Incentive Plan will cause dilution to all Shareholders. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular.

At present, three of the Company’s shareholders and officers (Greg Costello, Mike Perry and Troy Collins) are subject to Restricted Stock Award Agreements under the Equity Incentive Plan that call for the vesting of their shares over time, with final vesting of all shares on or about October 4, 2022 for Costello and Perry, and February 4, 2024 for Collins. The table of beneficial ownership below in this Offering Circular reflect the shares as through all had vested.

Board of Directors

The Company’s initial board of directors currently consists of two directors: John Norman and Anthony Tann. Neither of the Company’s directors are “independent” as defined in Rule 4200 of FINRA’s listing standards. The Company may appoint an independent director(s) to its board of directors in the future, particularly to serve on appropriate committees should they be established.

Committees of the Board of Directors

The Company may establish an audit committee, compensation committee, a nominating and governance committee and other committees to its Board of Directors in the future, but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors.

Director Compensation

The Company currently does not pay its directors any compensation for their services as board members, with the exception of reimbursing board related expenses. In the future, the Company may compensate directors, particularly those who are not also employees and who act as independent board members, on either a per meeting or fixed compensation basis.

Limitation of Liability and Indemnification of Officers and Directors

The Company’s Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Florida law. The Bylaws state that the Company shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by, or in the right of, the Company, by reason of the fact that the person is or was an agent, officer, employee, or director of the Company, or is or was serving at the request of the Company as an agent, officer, employee, or director of another

corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the action, lawsuit, or proceeding, including any appeal from the action, lawsuit, or proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or action, lawsuit, or proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful.

The indemnification provisions of the Company’s Bylaws contain additional rights and obligations related to this subject. For additional information on indemnification and limitations on liability of the Company’s directors, officers, and others, please review the Company’s Bylaws, which are attached as Exhibit 1A-2B to this Offering Circular.

There is no pending litigation or proceeding involving any of the Company’s directors or officers as to which indemnification is required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table of beneficial ownership sets forth information regarding beneficial ownership of the Company’s Shares as of the date of this Offering Circular. There is beneficial ownership of the Company Shares at the time of this Offering by its directors or executive officers as set out below in the table.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect to Shares. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to the Company’s knowledge, each shareholder named below possesses sole voting and investment power over their shares, where applicable. Percentage of beneficial ownership before the offering is based on 43,716,046 Shares outstanding as of the date of this Offering Circular.

The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Company’s Shares as of the date of this Offering Circular.

TABLE OF BENEFICIAL OWNERSHIP

Class A Class B Total Shares Shares Shares Name Post-Reg A Offering Post-Reg A Offering Post-Reg A Offering QTY % QTY % QTY %

John Norman 570 57.00% 20,160,000 43.0% 20,160,570 43.0%

Anthony Tann 330 33.00% 11,880,000 25.3% 11,880,330 25.3%

Ryan Norman 0 0.00% 1,800,000 3.8% 1,800,000 3.8%

Kendall Almerico 0 0.00% 1,080,000 2.3% 1,080,000 2.3%

Greg Costello 50 5.00% 1,800,000 3.8% 1,800,050 3.8%

Mike Perry 50 5.00% 1,800,000 3.8% 1,800,050 3.8%

Troy Collins 0 0.00% 1,800,000 3.8% 1,800,000 3.8%

Other Shareholders 0 0.00% 3,395,046 7.2% 3,395,046 7.2%

Reg A Investors 0 0.00% 3,200,000 6.8% 3,200,000 6.8%

TOTAL 1,000 100.00% 46,915,046 100.0% 46,916,046 100.0%

Two of the initial shareholders (Greg Costello and Mike Perry) are subject to Restricted Stock Award Agreements that call for the vesting of their shares over time, with final vesting of all Shares on or about October 4, 2022. A third shareholder, Troy Collins, is subject to Restricted Stock Award Agreement that calls for the vesting of his shares over time, with final vesting of all Shares on or about February 4, 2024. The tables in this Offering Circular reflect their number of Shares once fully vested. Should some of their Shares not vest the number of Shares for each of these three shareholders will be lower.

The table does not reflect the anticipated dilution that will occur if the Company authorizes and issues additional shares of Class B Common Stock or shares of a different class of stock, in the future, nor does it include dilution that will occur if any of the broker-dealers are issued warrants which ultimately are exercised. The table does not reflect the anticipated dilution that will occur if the Company issues any additional shares under the Company’s Equity Incentive Plan.

Also, for purposes of additional disclosure, all Shares sold in this offering (up to 3,200,000 Shares) will participate in the revenue share set out herein. In the chart above, all of Troy Collins Shares presently vested and those to vest in the future will participate in the revenue share. Of the 3,395,046 Shares listed for “Other Shareholders” 2,160,046 Shares will participate in the revenue share. No other Shares listed in the chart above will participate in the revenue share.

For any additional information regarding the table of beneficial ownership or any matter related to same, please contact the Company’s Chief Executive Officer, John Norman, who will answer any questions you have regarding this matter.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN RELATED-PARTY TRANSACTIONS AND AGREEMENTS

Kendall Almerico, securities counsel to the Company, is the holder of 1,080,000 Shares of Class B Stock of the Company. Mr. Almerico’s law firm, Kendall A. Almerico, P.A., is counsel named in this Offering Circular as having prepared this Offering Circular. Except with respect to Mr. Almerico, no expert named in this Offering Circular as having prepared or certified any part of this Offering Circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the Offering of the Shares of Class B Stock had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company.

Ryan Norman is a professional race car driver and the son of CEO and Director John Norman. Ryan Norman is the holder of 1,080,000 Shares of Class B Stock of the Company. Ryan Norman is not presently under contract to the Company to be a race car driver, and may or may not enter into such an agreement in the future. While Ryan was not signed to a contract formally by the Company in the past, the Company had a non-contractual arrangement for no compensation to place the Company’s logos on his car and fire suit as a sponsor with no fee charged to the Company. The use of the Company’s logos at races in the past by Ryan Norman was a means of creating awareness of the Company’s brand and for promotional purposes.

John Norman, Chief Executive Officer, has provided financing for the Company in the form of a Promissory Note dated February 7, 2020, under which Norman has provided a revolving line of credit to the Company in the maximum amount of $200,000.00. As of September 28, 2020, the Company has drawn $165,000.00 from the line of credit to fund ongoing operations. The promissory note evidencing the line of credit which has a maturity date of March 1, 2021, is attached as a Material Contract to this Offering Circular. A letter reflecting the line of credit draws through September 28, 2020 dated September 30, 2020 is also attached as a Material Contract to this Offering Circular.

SECURITIES BEING OFFERED

The Company is offering up to $2,400,000.00 of its Shares of Class B Common Stock to investors in this Offering. The Shares, when issued, will be fully paid and non-assessable. This Offering Circular and this section do not purport to give a complete description of all rights related to the Shares of Class B Common Stock, and both are qualified in their entirety by the provisions of the Company’s Amended and Restated Articles of Incorporation (Exhibit 1A-2A) and its Bylaws (Exhibit 1A-2B), copies of which have been attached as Exhibits to this Offering Circular.

If all of the Shares in this Offering are sold, the Shares would represent approximately 6.8% of the issued and outstanding combined Shares of the Company, prior to vesting of certain executive officer stock as shown in the table of beneficial ownership. The Offering will remain open for 360 days from the date of this Offering Circular, unless terminated for any reason at the discretion of the Company, or unless extended for up to an additional one hundred eighty (180) days by the Company.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest. The Company's acceptance of your subscription will be effective when an authorized representative of the Company signs the Subscription Agreement.

There are three classes of stock in the Company as of the date of this Offering Circular: Class A Common Stock, Class B Common Stock, and Preferred Stock. The Company is authorized to issue more than one series of Preferred Stock, but no shares of Preferred Stock have been issued as of the date of this Offering Circular. In this Offering, the Company is only selling Shares of Class B Common Stock. The Company does not expect to create any additional classes of stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its Shares if it chooses to do so. The holders of the Class A Common Stock and Class B Common Stock have equal rights provided by law of the state of Florida for stockholders of a Florida corporation and the shares of Class A Common Stock and Class B Common Stock are identical in all respects, except that the holders of Shares of Class B Common Stock have no voting rights, except where expressly required by Florida law and Class B Common Stock is the only class entitled to share in the revenue share pool described below. The rights, preferences and privileges of the Class A Common Stock, Class B Common Stock and Preferred Stock are set forth in the Company’s Amended and Restated Articles of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B) and are described in summary form in this section of the Offering Circular. Subscription Price

The price per Share of Class B Common Stock in this Offering is $0.75 per Share. The minimum subscription that will be accepted from an investor is One Hundred Fifty Dollars ($150.00) (the "Minimum Subscription"), however, the Company reserves the right to accept a lower amount in the Company’s absolute discretion.

A subscription for One Hundred Fifty Dollars ($150.00) or more in Shares may be made only by tendering to the Company an executed Subscription Agreement (Exhibit 1A-4) delivered with this Offering Circular and the subscription price in a form acceptable to the Company. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number Shares stipulated therein and an agreement to hold the offer open until the offer is accepted or rejected by the Company.

The subscription price of the Shares has been arbitrarily determined by the Company's management without regard to the Company's assets or earnings or the lack thereof, book value or other generally accepted valuation criteria and does not represent nor is it intended to imply that the Shares being offered have a market value or could be resold at that price, even if a sale were permissible. The valuation was arbitrarily determined by the Company, and not by an independent third party applying a specified valuation criteria. The subscription price is payable in check, wire transfer, ACH, credit or debit card payment or some other form acceptable to the Company as set out in this Offering Circular.

Voting Rights

Each holder of Class B Common Stock, as such, shall have no voting rights and shall not have the right to participate in any meeting of shareholders or to have notice of those meetings. If you purchase the Shares of Class B Common Stock offered, you will effectively have no voting rights and no control over management of the Company.

Except as required by the Florida Business Corporation Act or any designation with respect to any preferred stock of the corporation, the entire shareholder voting power of the Company is vested solely and exclusively in the holders of the Class A Common Stock. Except as required by the Florida Business Corporation Act, each holder of Class A Common Stock, as such, shall be entitled to one

vote for each share of Class A Common Stock held of record by the holder on all matters on which shareholders generally are entitled to vote. No Class A Common Stock is being sold in this Offering.

For a full description of the voting rights of the Shares offered herein, please review the Amended and Restated Articles of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B).

Dividends

The Company does not expect to declare dividends for holders of Shares in the foreseeable future. Dividends will be declared, if at all (and subject to the rights of holders of additional classes of securities, if any), in the discretion of the Company’s Board of Directors. Dividends, if ever declared, may be paid in cash, in property, securities or in stock of the Company, subject to the provisions of law, the Company’s Bylaws and the Amended and Restated Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Revenue Share

Investors in this Offering will receive Shares of Class B Common Stock and will be entitled to participate in a revenue share pool, pro rata based on the number of shares of Class B Common Stock owned by each holder of Class B Common Stock relative to all the outstanding Shares of Class B Common Stock.

The Company’s Board of Directors will determine the revenue share pool for each calendar year as of December 31. The revenue share pool for each calendar year will accrue as of December 31 of the applicable calendar year (whether or not determined by the Board of Directors or whether there are funds legally available for payment of the revenue share pool). The revenue share pool will be payable only in cash by the Company and will be payable within 90 days after the end of the applicable calendar year to the holders of the Class B Common Stock as of December 31 of the applicable calendar year.

The revenue share pool will be calculated on an annual basis for each calendar year and will be an amount equal to 5% of the aggregate amount of revenue actually received by the Company (or any wholly owned subsidiary of the Company) in the applicable calendar year, beginning on or after January 1, 2021 (or any earlier date determined by the Company’s Board of Directors, in its sole discretion), under each contract between the Company (or wholly owned subsidiary of the corporation) and an athlete during a calendar year, including all purses, winnings, endorsements, sponsorships, and salaries, bonuses, and other amounts earned by each athlete from third party sources other than the Company or its subsidiaries. The Company’s Board of Directors may exercise its discretion in determining in good faith the amount of each calendar year’s revenue share pool and its determination (including without limitation whether any amounts constitute part of the revenue share pool) shall be final and conclusive, absent fraud or manifest error. The Board of Directors will determine when to begin distributing the revenue share payments at a board meeting to be held each year prior to the end of each calendar year.

As noted above, the Company presently plans to conduct a series of Regulation A offerings over

time. At present, the Company plans to make revenue share payments to investors in this Offering and future offerings from the same revenue pool.

For a full description of the revenue share pool, please review the Amended and Restated Articles of Incorporation (Exhibit 1A-2A).

Liquidation Rights

In the event of the dissolution of the Company, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Class A Common Stock and Class B Common Stock will be entitled to receive, in proportion to the number of shares held, the remaining net assets of the Company.

Restrictions on Transfer

Article VIII of the Company’s Bylaws set out various restrictions on transfer that attach to the Shares of Class B Common Stock being sold in this Offering. In summary, the Bylaws state that the Class B Common Stock Shares sold in this Offering are not transferable except in strict accordance with the provisions of the Bylaws. Any transfer of Shares in contravention of the stock transfer restrictions contained in the Bylaws would be invalid and ineffective. Notwithstanding anything to the contrary in this Bylaws, certain transfers may be allowed under strict conditions, including a transfer by a Shareholder who is a natural person to create a joint tenancy by the entirety between the Shareholder and the Shareholder’s spouse, a transfer by a Shareholder during his or her lifetime or upon the Shareholder’s death to a member of the Shareholder’s immediate family or to a limited partnership that is owned solely by the Shareholder and members of the Shareholder’s immediate family and a transfer by a Shareholder who is a natural person to any inter vivos trust created by the Shareholder for the benefit of the Shareholder or members of the Shareholder’s immediate family under certain circumstances. Any such transfer must meet certain criteria including first delivering to the Company’s Secretary a notice of the intended transfer.

There are significant other restrictions on the transfer of the Shares, including the Company’s preemptive prior option to purchase certain Shares that you may attempt to transfer. You should thoroughly read and understand the significance of these restrictions and seek the opinion of your investment advisors before purchasing the Shares being offered.

Drag-Along Rights

The Shares of Class B Common Stock being offered in this Offering Circular are subject to drag-along rights. You should read and understand the significance of these rights and seek the opinion of your investment advisors before purchasing the Shares being offered. In summary, the Company’s Bylaws state that the holders of a majority of the outstanding Class A Common Stock and a majority of the outstanding Class B Common Stock have the right to seek and approve a “Drag-Along Sale” of the Company.

As stated in Article III, Section 14 of the Company’s Bylaws, the holder or holders of at least a majority of the outstanding Class A Common Stock and at least a majority of the outstanding Class

B Common Stock (together, the “Drag-Along Seller”) have the right to seek and approve a drag- along sale of the corporation. If at any time, the Drag-Along Seller receives a bona fide offer from an Independent Purchaser for a Drag-Along Sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. You should be aware that there is uncertainty as to whether a court would enforce this provision of the Bylaws and/or these drag along rights, and take that into account before making a decision to invest in the Company.

Additional material provisions of the drag-along rights include:

• Every shareholder must promptly deliver to the Company’s board of directors a written notice of any offer or indication of interest for a Drag-Along Sale that it receives from a third party, whether the offer or indication of interest is formal or informal, binding or non-binding, or submitted orally or in writing, and a copy of the offer or indication of interest, if it is in writing. The foregoing written notice must state the name and address of the prospective acquiring party and, if the offer or indication of interest is not in writing, describe the principal terms and conditions of the proposed Drag-Along Sale.

• If the Drag-Along Seller approves a Drag-Along Sale (an “Approved Sale”), the Drag-Along Seller shall deliver a written notice (a “Drag-Along Notice”) to the Company and each shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Approved Sale and, in any event, no later than 20 days before the closing date of the Approved Sale. The Drag-Along Notice must describe in reasonable detail: (i) the name of the independent purchaser to whom the shares or assets are proposed to be sold; (ii) the proposed date, time, and location of the closing of the Approved Sale; (iii) the per share purchase price and the other material terms and conditions of the Approved Sale, including a description of any non-cash consideration in sufficient detail to permit the valuation of that consideration; and (iv) a copy of any form of agreement executed or proposed to be executed in connection the Approved Sale.

• From and after the effective date of a Drag-Along Notice, the Company, its board of directors, and every shareholder must do the following: (i) cooperate in good faith to authorize and consummate the Approved Sale; (ii) take all reasonably necessary actions that are requested by the board of directors or the Drag-Along Seller in connection with the consummation of the Approved Sale; (iii) if the Approved Sale requires the vote or approval of shareholders or any class of shareholders, each shareholder who is entitled to approve or vote on the Approved Sale shall approve, vote in favor of, give its consent to, raise no objection against, and refrain from exercising any appraisal or dissenters’ rights with respect to, the Approved Sale; (iv) execute and deliver (or cause to be executed and delivered) any acquisition agreement and other transaction documentation requested by the board of directors or the Drag-Along Seller to consummate the Approved Sale, so long as the acquisition agreement and other transaction documentation are on the same economic terms and conditions with respect to all the holders of common stock of the Company and comply with any applicable terms of any preferred stock that is outstanding, with respect to the preferred stock; (v) if the Approved Sale will constitute a sale of shares, each shareholder shall (A) agree to sell all its shares (and any other securities of the Company) that are to be sold, exchanged, or otherwise transferred in the Approved Sale at the price and on the same economic terms and conditions

as those shares (and any other securities of the Company) will be sold by the Drag-Along Seller or, if the Drag-Along Seller does not own any shares of a particular class, on the terms and conditions approved by the Drag-Along Seller (so long as those terms and conditions comply with the terms of the class of stock), and (B) deliver to the purchaser at the closing of the Approved Sale any and every certificate (if any) representing any of the shares that will be sold, exchanged, or otherwise transferred in the Approved Sale, together with one or more duly completed and executed letters of transmittal, transfer powers, assignments, or other applicable instruments of transfer in form and substance identical to those executed and delivered by the Drag-Along Seller in connection with the closing of the Approved Sale; and (vi) take all reasonably necessary actions that are requested by the board of directors or the Drag-Along Seller to accomplish the distribution of the aggregate consideration received from the Approved Sale.

• Each holder of outstanding Class A Common Stock shall join with the Drag-Along Seller on a joint or several basis in making all covenants, representations, and warranties of shareholders provided in the acquisition agreement for the Approved Sale and on a pro rata basis with respect to any escrow, earn-out, holdback, indemnification obligation, or purchase price adjustment provided in the acquisition agreement or other transaction documentation, provided that the holders of the Class A Common Stock agree in the acquisition agreement, other transaction documentation, or a separate agreement to indemnify each other to the extent any holder of Class A Common Stock is held responsible for more than its pro rata share of any indemnity claim with respect to the Approved Sale. Each Class A Common Stock holder’s pro rata share of any escrow, earn-out, holdback, indemnification obligation, or purchase price adjustment provided in the acquisition agreement or other transaction documentation for the Approved Sale will based on the amount by which the shareholder’s share of the aggregate proceeds paid with respect to its shares would have been increased or reduced (as applicable), if the aggregate proceeds available for distribution to the shareholders from the Approved Sale had been increased or reduced (as applicable) by the total amount of the escrow, earn-out, holdback, indemnification obligation, or purchase price adjustment.

• Nothing in the Bylaws should be construed to grant to any shareholder any appraisal or dissenters’ rights with respect to an Approved Sale or give any shareholder a right to vote in any transaction for which the shareholder does not otherwise have any voting rights. To the extent lawful, every shareholder waives any and all such rights under Delaware Law and any other appraisal rights, dissenters’ rights, or similar rights arising in connection with an Approved Sale and grant to the Drag-Along Seller the sole right to approve or consent to a Drag-Along Sale, without the approval or consent of any other shareholders.

• The consideration to be received by a shareholder who owns any Class B Common Stock shall be the same form and amount of consideration per share of Class B Common Stock to be received by the Drag-Along Seller for its Class A Common Stock (or, if the Drag-Along Seller is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag- Along Seller sells its Class B Common Stock.

• With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the Company, each shareholder of the Company shall receive its share of the sale proceeds in accordance with the provisions of the Company’s Articles, Bylaws, and

applicable law. If the Approved Sale is structured as a sale of shares, each shareholder will receive the consideration for its shares that is set forth in the acquisition agreement for the Approved Sale. Nothing prohibits a shareholder, or any member, partner, employee, or shareholder of a shareholder, from receiving either (i) additional ordinary and customary consideration for entering into restrictive covenants or bona fide employment agreements or similar arrangements in favor of the acquired party or any of its affiliates, or (ii) the right to make a debt or equity investment in the acquired party or any of its affiliates (whether directly or through retention or contribution of a portion of the shareholder’s shares).

• Each shareholder who holds uncertificated shares of the Company authorizes the Secretary of the Company to transfer its shares on the books of the Company in connection with an Approved Sale and shall execute all documentation required by the Company with respect to that transfer. If a shareholder fails to deliver to the acquiring party at the closing of an Approved Sale a certificate for shares that are represented by a certificate and the related instruments of transfer, as required by the Bylaws, or, in lieu of any certificate that has been lost, stolen, or destroyed, an affidavit (and indemnification agreement) in form and substance acceptable to the board of directors that attests to the loss, theft, or destruction of the certificate, the shareholder: (i) will not be entitled to receive its share of the consideration from the Approved Sale with respect each share that is represented by the lost, stolen, or destroyed certificate, until the shareholder cures the failure (provided that no interest will be payable on the withheld consideration pending the shareholder’s cure of the failure, and the withheld consideration will be subject to reduction to reimburse the Company for any costs and expenses reasonably incurred by the Company in connection with the failure and subsequent cure), (ii) will cease to be a shareholder of the Company or to have any voting rights (if it had any voting rights) as a shareholder after the closing of the Approved Sale, (iii) will not be entitled to any distributions declared or made after the Approved Sale with respect to shares held by the shareholder, until the shareholder cures the failure, (iv) will have no other rights or privileges granted to shareholders under these Bylaws, and (v) in the event of liquidation of the Company, the shareholder’s rights with respect to the withheld consideration will be subordinate to the rights of any other shareholder.

• The fees and expenses of the Drag-Along Seller incurred in connection with a Drag-Along Sale and for the benefit of all shareholders (it being understood that costs incurred by or on behalf of a Drag-Along Seller for its sole benefit will not be considered to be for the benefit of all shareholders), to the extent not paid or reimbursed by the Company or the independent purchaser, shall be shared by all the shareholders on a pro rata basis, based on the consideration received by each shareholder; provided, that no shareholder shall be obligated to make any out-of-pocket expenditure before the consummation of the Drag-Along Sale.

• “Drag-Along Sale” means any transaction or series of related transactions pursuant to which an Independent Purchaser will acquire, whether by merger, liquidation, consolidation, reorganization, combination, recapitalization, or a sale, exchange, or other transfer, (A) all or substantially all of the assets of the Company determined on a consolidated basis, or (B) both a majority of the Class A Common Stock and a majority of the Class B Common Stock (or any securities issued in respect of, or in exchange or substitution for, any of those shares in connection with any stock split, dividend, or combination, or any reclassification, recapitalization, merger, consolidation, exchange, or similar reorganization).

For a full description of the drag-along rights of the Shares of Class B Common Stock offered herein, please review Article III Section 14 of the Bylaws (Exhibit 1A-2B).

Preemptive Prior Option To Purchase

Article VIII of the Company’s Bylaws set out the Company’s preemptive prior option to purchase rights that attach to the Shares of Class B Common Stock being sold in this Offering. In summary, the Company has a preemptive prior option to purchase the Shares from you if you attempt to transfer them, under certain circumstances. This option is exercisable by the Company for 60 days following the date when it receives a notice of a Shareholder’s attempt to transfer the Shares. The preemptive purchase option of the Company arises automatically when the Company receives notice of any transfer by operation of law to a person who is not an exempt transferee. These provisions of Article VIII terminate as to the Class B Common Stock on the earlier of (a) the date that any restricted securities of the corporation issued under a Regulation D exemption (“Restricted Securities”) are listed on any national exchange, alternate trading system, or other marketplace providing liquidity for the Restricted Securities, subject to the board of directors’ declaration of waiver of those rights before that date; (b) the closing date of any Regulation A offering of the Class B Common Stock; or (c) upon the date that any securities of the Company, other than the Class A Common Stock, are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, or upon the date that any securities of the Company, other than Restricted Securities, are first offered to the public pursuant to a Regulation A exemption from registration.

The Company’s Bylaws contain further details about the Company’s preemptive prior option to purchase rights. You should read and understand the significance of these rights and seek the opinion of your investment advisors before purchasing the Shares being offered.

Additional Matters

The Shares will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Shares in the corporate documents other than those disclosed in this Offering Circular. The Company intends to engage Integral Transfer Agency USA Inc. to serve as the transfer agent and registrant for the Shares.

The Shares are uncertificated and, as such, will not contain legends, as such would exist on a stock certificate. However, the language of any such legends applicable to the Shares and as set out in this Offering Circular, will apply to each Share and shall govern the purchaser and holder of each such Share.

DISQUALIFYING EVENTS DISCLOSURE

Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer’s interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain “Disqualifying Events” described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to

certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company’s Shares with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

ERISA CONSIDERATIONS

Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, “ERISA Plans”), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 (“ERISA”). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary’s independent control over the assets in his account is adequate to relieve the ERISA Plan’s fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service

provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the “Final Plan Assets Regulations”) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as “plan assets”). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding “plan assets.” Management anticipates that we would clearly be characterized as an “operating” for the purposes of the regulations, and that it would therefore not be deemed to be holding “plan assets.”

Classification of our assets of as “plan assets” could adversely affect both the plan fiduciary and management. The term “fiduciary” is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a “fiduciary” of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as “plan assets,” certain transactions that we might enter into in the ordinary course of our business might constitute “prohibited transactions” under ERISA and the Code.

Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their “current value” as of the close of the plan’s fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, “current value” means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, “Qualified Plan”) and by an individual retirement account (“IRA”) is generally exempt from taxation. However, if a Qualified Plan or IRA earns “unrelated business taxable income” (“UBTI”), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business

taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

INVESTOR ELIGIBILITY STANDARDS

The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person’s annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares. Investor suitability standards in certain states may be higher than those described in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.

Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. Transferees of the Shares will be required to meet the above suitability standards.

All potential purchasers of the Shares will be required to comply with know-your-customer and anti- money laundering procedures to comply with various laws and regulations, including the USA Patriot Act. The USA Patriot Act is designed to detect, deter and punish terrorists in the United States and abroad. The Act imposes anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. To help you understand these efforts, the Company wants to provide you with some information about money laundering and the Company’s efforts to help implement the USA Patriot Act.

Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint its financial markets. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. As a result, the Company believes it is very important to fully comply with these laws.

By submitting a subscription agreement to the Company, you will be agreeing to the following representations. You should check the Office of Foreign Assets Control (the “OFAC”) website at http://www.treas.gov/ofac before making the following representations:

(1) You represent that the amounts invested by you in this Offering were not and are not directly or indirectly derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of the OFAC-prohibited countries, territories, individuals and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by the OFAC (the “OFAC Programs”) prohibit dealing with individuals9 or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list;

(2) You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any subscription amounts from a prospective purchaser if such purchasers cannot make the representation set forth in the preceding sentence. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. You are advised that, by law, the Company may be obligated to “freeze the account” of any purchaser, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that the Company may also be required to report such action and to disclose such purchaser’s identity to the OFAC;

(3) You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a senior foreign political figure10, or any immediate family11 member or close associate12 of a senior foreign political figure, as such terms are defined in the footnotes below; and

(4) If you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

9 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 10 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 11 “Immediate family” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse, children and in-laws. 12 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

The Company is entitled to rely upon the accuracy of your representations. The Company may, but under no circumstances will it be obligated to, require additional evidence that a prospective purchaser meets the standards set forth above at any time prior to its acceptance of a prospective purchaser’s subscription. You are not obligated to supply any information so requested by the Company, but the Company may reject a subscription from you or any person who fails to supply such information.

TAXATION ISSUES

As noted above, this Offering Circular is not providing, or purporting to provide any tax advice to anyone. Every potential investor is advised to seek the advice of his, her or its own tax professionals before making this investment. The securities sold in this Offering may have issues related to taxation at many levels, including tax laws and regulations at the state, local and federal levels in the Unites States, and at all levels of government in non-U.S. jurisdictions.

It is impractical to comment on all aspects of federal, state and local, and foreign tax laws that may affect the tax consequences of participation in the Company. Therefore, each prospective Shareholder should satisfy himself as to the tax consequences of participating in the Company by obtaining independent advice from his, her or its own tax advisers. Furthermore, while the Company will furnish to you information to enable you to file the federal, state and local income tax returns for which you may be liable, preparation and filing of such forms shall be your responsibility.

The following summarizes the more pertinent provisions of the current federal and state legislation relating to the Company. The summary is not, and is not intended to be, a complete analysis of such legislation. Accordingly, while this discussion may be found helpful in identifying significant federal income tax aspects of investment in the Company, you should consult your own professional tax adviser regarding the income and other tax ramifications of becoming a Shareholder in the Company.

Status of Company for Taxation Purposes

The Company will be treated as an entity separate from its Shareholders and classified as a corporation for federal income tax purposes. The Shares of Class B Common Stock are an investment in equity. Each investor may be subject to federal or state income tax, as well as other taxes, and should consult their tax professional prior to investing.

Disposition of Shares of Class B Common Stock

There is no market for the resale of the Shares of Class B Common Stock. If a sale does occur, gain or loss realized on the sale of all or a portion of the Shares of Class B Common Stock by a Shareholder may be subject to taxation on capital gain or loss. Each investor should consult their tax professional prior to investing.

Dissolution or Liquidation of the Company

The Company does not anticipate dissolution or liquidation. In the event of a dissolution, however, the Company might be required to liquidate all or a portion of its assets during a limited period of time. Any such sales would generate gains and losses as measured by the difference between the amount of sale proceeds and the adjusted basis of the assets sold. If any asset sold were depreciable or amortizable, a gain probably would be produced since depreciation and amortization deductions decrease the adjusted tax basis. The tax character of any gain resulting from the sale of such property

would probably be ordinarily up to the amount of the asset's accumulated depreciation or amortization and long-term capital gain to the extent of the excess. Each investor should consult their tax professional prior to investing.

Necessity of Prospective Shareholders Obtaining Independent Professional Advice

The foregoing analysis is not intended as a substitute for careful tax planning, particularly since the income tax consequences of an investment in the Company are complex. Accordingly, you are strongly urged to consult your tax advisor with specific reference to your own tax situation prior to investment in the Company.

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 Offering Circular and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ft. Myers, State of Florida on November 25, 2020.

Evolution Development Group, Inc. By: /s/ John Norman Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

By: /s/ John Norman John Norman Chief Executive Officer (Principal Executive Officer) and Director November 25, 2020

By: /s/ Anthony Tann Anthony Tann Secretary and Director November 25, 2020

By: /s/ James Norman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) November 25, 2020

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

By: /s/ John Norman John Norman Chief Executive Officer (Principal Executive Officer) and Director November 25, 2020

By: /s/ Anthony Tann Anthony Tann Secretary and Director November 25, 2020

By: /s/ James Norman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) November 25, 2020

SECTION F/S

FINANCIAL STATEMENTS

Evolution Development Group, Inc. (a Florida corporation)

Audited Financial Statements For the inception period of October 4, 2018 through December 31, 2018

Financial Statements

Evolution Development Group, Inc.

Table of Contents

Independent Accountant’s Audit Report

Financial Statements and Supplementary Notes

Balance Sheet as of December 31, 2018

Income Statement for the period of October 4, 2018 (inception) through December 31, 2018

Statement of Changes in Shareholders’ Equity for the period of October 4, 2018 (inception) through December 31, 2018

Statement of Cash Flows for the period of October 4, 2018 (inception) through December 31, 2018

Notes and Additional Disclosures to the Financial Statements as of December 31, 2018

INDEPENDENT AUDITOR’S REPORT

August 11, 2019

To: Board of Directors, Evolution Development Group, Inc. Attn: Anthony Tann

Re: 2018 (inception) Financial Statement Audit

We have audited the accompanying consolidated financial statements of Evolution Development Group, Inc. (a corporation organized in Florida) (the “Company”), which comprise the balance sheet(s) as of December 31, 2018, and the related statements of income, stockholders’ equity, and cash flows for the period of October 4, 2018 (inception) and ending December 31, 2018, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations, shareholders’ equity and its cash flows for the period October 4, 2018 (inception) through December 31, 2018 in accordance with accounting principles generally accepted in the United States of America.

Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Notes to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 1 and 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Sincerely,

IndigoSpire CPA Group

IndigoSpire CPA Group, LLC Aurora, Colorado

EVOLUTION DEVELOPMENT GROUP, INC. BALANCE SHEET As of December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

ASSETS

Current Assets: Cash and cash equivalents $ 50 Deferred offering costs 15,000 Total Current Assets 15,050

Property, Plant and Equipment, net NONE

TOTAL ASSETS $ 15,050

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities: Current Liabilities: Accounts payable 0 Advances from founders 56,511 Total Current Liabilities 56,511

Non-current Liabilities: None 0

TOTAL LIABILITIES 0

Shareholders’ Equity: Class A common stock, no par, 1,100 shares authorized, 920 issued 100 Class B common stock, no par, 80,000,000 shares authorized, 36,000,000 0 issued Preferred stock, 5,000,000 shares authorized, 0 issued 0 Retained earnings, net of distributions (41,561) Total Stockholder’s Equity (41,461)

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY $ 15,050

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF OPERATIONS For the period of October 4, 2018 (inception) to December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

2018 Revenues $ 0 Cost of revenues 0 Gross Profit (Loss) 0

Operating Expenses: Advertising and Marketing 14,800 General and administrative 26,761 Total Operating Expenses 41,561

Operating Income (41,561)

Provision for Income Taxes 0

Net Income (41,561)

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF STOCKHOLDER’S EQUITY For the period of October 4, 2018 (inception) to December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

Class A Class B Common Stock Common Stock

Accumulated Shareholders’ Shares Value Shares Value Earnings/Deficit Equity As of October 4, 2018 0 $0 0 $0 $0 $0 (inception)

Initial Share Issuance 920 $100 36,000,000 $0

Net Income/(Loss) (41,561) (41,561)

Balance as of 920 $ 100 36,000,000 $ 0 $ (41,561) $ (41,561) December 31, 2018

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF CASH FLOWS For the period of October 4, 2018 (inception) to December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

Cash Flows from Operating Activities Net Income $ (41,561) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Increase in Deferred Offering Costs (15,000) Increase in Accounts Payable 0 Net Cash Used in Operating Activities (56,561)

Cash Flows from Investing Activities None Net Cash Used in Investing Activities 0

Cash Flows from Financing Activities Advances from founders 56,511 Issuance of shares 100 Net Cash Provided by Financing Activities 56,611

Net Change In Cash and Cash Equivalents 50

Cash and Cash Equivalents at Beginning of Period 0 Cash and Cash Equivalents at End of Period $ 50

Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 0 Cash paid for income taxes 0

EVOLUTION DEVELOPMENT GROUP, INC. NOTES TO FINANCIAL STATEMENTS As of December 31, 2018 See accompanying Auditors’ Report

NOTE 1 - NATURE OF OPERATIONS

Evolution Development Group, Inc. and (which may be referred to as the “Company,” “we,” “us,” or “our”) is an early stage company devoted to holding entertainment and racing assets.

The Company incorporated in 2018 in the state of Florida. The Company is headquartered in Florida.

Since Inception, the Company has relied on advances from its current shareholder(s) to fund its operations (see Note 7). As of December 31, 2018, the Company had little working capital and will likely incur losses prior to generating positive working capital. These matters raise substantial concern about the Company’s ability to continue as a going concern (see Note 6). During the next 12 months, the Company intends to fund its operations with funding from a securities offering campaign (see Note 8) and funds from revenue producing activities, if and when such can be realized. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").

expensed as incurred. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income.

Depreciation is provided using the straight-line method, based on useful lives of the assets. As of December 31, 2018, the Company had recorded no depreciation.

Deferred Offering Costs The Company complies with the requirements of ASC 340-10. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Under ASC 340- 10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members’ equity or expensed depending on whether the offering is successful or not successful, respectively. As of December 31, 2018, the Company had recorded a balance of deferred offering costs of $15,000.

The Company is taxed as a C Corporation for federal and state income tax purposes. As the Company has recently been formed, no material tax provision exists as of the balance sheet date.

The Company is current with its foreign, US federal and state income tax filing obligations and is not currently under examination from any taxing authority.

Advertising Expenses The Company expenses advertising costs as they are incurred.

Organizational Costs In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard for nonpublic entities will be effective after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

In February 2016, FASB issued ASU No. 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2016-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

NOTE 3 – INCOME TAX PROVISION

As described above, the Company was recently formed and has only incurred costs of its start-up operations and capital raising. As such, no material tax provision yet exists.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Legal Matters Company is not currently involved with and does not know of any pending or threatening litigation against the Company or founders.

NOTE 5 – COMMON EQUITY

The Company has issued 920 Class A shares to founders, management or advisors in conjunction with the formation of the Company. The Company has authorized 80,000,000 shares of Class B common shares and an additional 5,000,000 shares of preferred stock. Other members of management have been issued 36,000,000 shares of Class B common stock.

NOTE 6 – GOING CONCERN

These financial statements are prepared on a going concern basis. The Company began operation in 2018 and has limited operating history. The Company’s ability to continue is dependent upon management’s plan to raise additional funds (see Note 8) and achieve and sustain profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company has received working capital to cover expenses and costs while preparing for the securities offering from founders. The balance of these covered costs are recorded as a liability of the Company. This borrowing does not have a fixed maturity date or stated rate of interest.

As these are agreements between related parties, there is no guarantee that these rates or costs are commensurate with an arm’s-length arrangement.

NOTE 8 - SUBSEQUENT EVENTS

Securities Offering The Company is offering up to 4,000,000 shares of common equity in a securities offering planned to be exempt from SEC registration under Regulation A, tier 2. The Company has engaged with various advisors and other professionals to facilitate the offering who are being paid customary fees and equity interests for their work. This offering is contingent upon approval from the US Securities and Exchange Commission.

Management’s Evaluation Management has evaluated subsequent events through August 11, 2019, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements.

Evolution Development Group, Inc. (a Florida corporation)

Financial Statements

For the calendar year period ended 2019 and the inception period of October 4, 2018 through December 31, 2018

INDEPENDENT AUDITOR’S REPORT

April 26, 2020

To: Board of Directors, Evolution Development Group, Inc. Attn: Anthony Tann

Re: 2019-2018 Financial Statement Audit

We have audited the accompanying consolidated financial statements of Evolution Development Group, Inc. (a corporation organized in Florida) (the “Company”), which comprise the balance sheet(s) as of December 31, 2019 and 2018, and the related statements of income, stockholders’ equity/deficit, and cash flows for the calendar year period ended 2019 and the inception period of October 4, 2018 and ending December 31, 2018, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Auditor’s Responsibility

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations, shareholders’ equity and its cash flows for the calendar year period ended 2019 and the inception period October 4, 2018 through December 31, 2018 in accordance with accounting principles generally accepted in the United States of America.

Going Concern As discussed in the Notes and Additional Disclosures, certain conditions indicate the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments which might be necessary should the Company be unable to continue as a going concern. Our conclusion is not modified with respect to that matter.

Sincerely,

IndigoSpire CPA Group

IndigoSpire CPA Group, LLC Aurora, Colorado

EVOLUTION DEVELOPMENT GROUP, INC. BALANCE SHEET As of December 31, 2019 and 2018 See accompanying Auditor’s Report and Notes to these Statements

ASSETS 2019 2018

Current Assets: Cash and cash equivalents $ 28,949 $ 50 Deferred offering costs 15,000 15,000 Total Current Assets 43,949 15,050

Property, Plant and Equipment, net NONE NONE

TOTAL ASSETS $ 43,949 $ 15,050

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities: Current Liabilities: Accounts payable $ 15,476 $ 0 Advances from founders 11,511 56,511 Total Current Liabilities 26,987 56,511

Non-current Liabilities: None 0 0

TOTAL LIABILITIES 26,987 56,511

Shareholders’ Equity: Class A common stock, no par, 1,100 shares authorized, 1,000 and 1,000 shares issued and outstanding as of December 31, 2019 and 2018, 100 100 respectively Class B common stock, no par, 80,000,000 shares authorized, 40,890,046 and 38,880,000 shares issued and outstanding as of December 31, 2019 and 250,000 0 2018, respectively Preferred stock, 5,000,000 shares authorized, 0 shares issued and 0 0 outstanding Retained earnings, net of distributions (233,138) (41,561) Total Stockholder’s Equity 16,862 (41,461)

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY $ 43,849 $ 15,050

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF OPERATIONS For the calendar year period ended 2019 and for the inception period of October 4, 2018 to December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

2019 2018 Revenues $ 0 $ 0 Cost of revenues 0 0 Gross Profit (Loss) 0 0

Operating Expenses: Advertising and Marketing 52,546 14,800 General and administrative 139,031 26,761 Total Operating Expenses 191,577 41,561

Operating Income (191,577) (41,561)

Provision for Income Taxes 0 0

Net Income (191,577) $ (41,561)

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF STOCKHOLDER’S EQUITY For the calendar year period ended 2019 and for the inception period of October 4, 2018 to December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

Class A Class B Common Stock Common Stock Accumulated Total Earnings/ Shareholders’ Shares Value Shares Value (Deficit) Equity As of October 4, 2018 0 $ 0 0 $ 0 $ 0 $ 0 (inception)

Initial Share Issuance 1,000 100 38,880,000 0 100

Net Income/(Loss) (41,561) (41,561)

Balance as of 1,000 100 38,880,000 0 (41,561) (41,461) December 31, 2018 Capital contributions 2,010,046 250,000 250,000

Net Income/(Loss) (191,577) (191,577)

Balance as of 1,000 $ 100 40,890,046 $ 250,000 $ (233,138) $ 16,862 December 31, 2019

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF CASH FLOWS For the calendar year period ended 2019 and for the inception period of October 4, 2018 to December 31, 2018 See accompanying Auditor’s Report and Notes to these Statements

2019 2018

Cash Flows from Operating Activities Net Income $ (191,577) $ (41,561) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Increase in Deferred Offering Costs 0 (15,000) Increase in Accounts Payable 15,476 0 Net Cash Used in Operating Activities (176,101) (56,561)

Cash Flows from Investing Activities None Net Cash Used in Investing Activities 0 0

Cash Flows from Financing Activities Advances from founders 0 56,511 Repayment of amounts owed to founders (45,000) 0 Issuance of shares 250,000 100 Net Cash Provided by Financing Activities 205,000 56,611

Net Change In Cash and Cash Equivalents 28,899 50

Cash and Cash Equivalents at Beginning of Period 50 0 Cash and Cash Equivalents at End of Period $ 28,949 $ 50

Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 0 $ 0 Cash paid for income taxes $ 0 $ 0

EVOLUTION DEVELOPMENT GROUP, INC. NOTES TO FINANCIAL STATEMENTS As of December 31, 2019 and 2018 See accompanying Auditors’ Report

NOTE 1 - NATURE OF OPERATIONS

Evolution Development Group, Inc. and (which may be referred to as the “Company,” “we,” “us,” or “our”) is an early stage company devoted to holding entertainment and racing assets.

The Company incorporated in 2018 in the state of Florida. The Company is headquartered in Florida.

Since Inception, the Company has relied on advances from its current shareholder(s) and capital raises to fund its operations (see Note 7). As of December 31, 2019, the Company had little working capital and will likely incur losses prior to generating positive working capital. These matters raise substantial concern about the Company’s ability to continue as a going concern (see Note 6). During the next 12 months, the Company intends to fund its operations with funding from a securities offering campaign (see Note 8) and funds from revenue producing activities, if and when such can be realized. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").

Cash and Cash Equivalents The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of currency held in the Company’s checking account. As of December 31, 2019 and 2018, the Company had $28,949 and $50, respectively in a corporate checking account.

its accounts receivable credit risk exposure is limited and it has not experienced significant write-downs in its accounts receivable balances. As of December 31, 2019, the Company did not have any material outstanding accounts receivable.

Depreciation is provided using the straight-line method, based on useful lives of the assets. As of December 31, 2019, the Company had recorded no depreciation.

Deferred Offering Costs The Company complies with the requirements of ASC 340-10. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members’ equity or expensed depending on whether the offering is successful or not successful, respectively. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $15,000.

The Company is taxed as a C Corporation for federal and state income tax purposes. As the Company has recently been formed, no material tax provision exists as of the balance sheet date.

The Company is current with its foreign, US federal and state income tax filing obligations and is not currently under examination from any taxing authority.

Advertising Expenses

The Company expenses advertising costs as they are incurred.

Organizational Costs In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard for nonpublic entities will be effective after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

In February 2016, FASB issued ASU No. 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2016-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

NOTE 3 – INCOME TAX PROVISION

As described above, the Company was recently formed and has only incurred costs of its start-up operations and capital raising. As such, no material tax provision yet exists.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Legal Matters

Company is not currently involved with and does not know of any pending or threatening litigation against the Company or founders.

NOTE 5 – COMMON EQUITY

The Company has issued 1,000 Class A shares to founders, management or advisors in conjunction with the formation of the Company. The Company has authorized 80,000,000 shares of Class B common shares and an additional 5,000,000 shares of preferred stock. Other members of management have been issued 40,890,046 and 38,880,000 shares of Class B common stock as of December 31, 2019 and 2018, respectively. During the preparation of the current financial statements, an adjustment was made to the number of issued and outstanding shares (but not the amount) of Class A and Class B common stock as of December 31, 2018.

NOTE 6 – GOING CONCERN

These financial statements are prepared on a going concern basis. The Company began operation in 2018 and has limited operating history through the balance sheet date of December 31, 2019. The Company’s ability to continue is dependent upon management’s plan to raise additional funds (see Note 8) and achieve and sustain profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.

NOTE 7 – RELATED PARTY TRANSACTIONS

As these are agreements between related parties, there is no guarantee that these rates or costs are commensurate with an arm’s-length arrangement.

NOTE 8 - SUBSEQUENT EVENTS

Securities Offering The Company is offering up to 3,200,000 shares of Class B common equity for $0.75 per share in a securities (a total of $2,400,000) offering planned to be exempt from SEC registration under Regulation A, tier 2. The Company has engaged with various advisors and other professionals to facilitate the offering who are being paid customary fees and equity interests for their work. This offering is contingent upon continued approval from the US Securities and Exchange Commission.

Additional Share Issuances During the first part of 2020, the Company issued 408,800 shares of Class B common stock to an investor in exchange for $100,000. The shares issued to this investor vest over four years.

Management’s Evaluation Management has evaluated subsequent events through April 26, 2020, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements.

Evolution Development Group, Inc. (a Florida corporation)

Interim Financial Statements (unaudited) As of January 1, 2020 through June 30, 2020

September 29, 2019

Financial Statements

Evolution Development Group, Inc.

Table of Contents

Financial Statements and Supplementary Notes

Balance Sheet as of June 30, 2020 3

Income Statement for the period of January 1, 2020 through June 30, 2020 4

Statement of Changes in Shareholders’ Equity for the period of October 4, 2018 (inception) through June 30, 2020 5

Statement of Cash Flows for the period of January 1, 2020 through June 30, 2020 6

Notes and Additional Disclosures to the Financial Statements as of June 30, 2020 7-10

EVOLUTION DEVELOPMENT GROUP, INC. BALANCE SHEET (Unaudited) As of June 30, 2020

ASSETS 6/30/20 6/30/19

Current Assets: Cash and cash equivalents $ 21,392 $ 137,871 Deferred offering costs (net of $1,000 amortization) 14,000 15,000 Total Current Assets 35,392 $ 15,050

Property, Plant and Equipment, net NONE NONE

TOTAL ASSETS $ 35,392 $ 152,871

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities: Current Liabilities: Accounts payable $ 39,396 $ 30,583 Advances from founders 11,511 11,511 Total Current Liabilities $ 50,907 $ 42,094

Non-current Liabilities: None $ - $ -

TOTAL LIABILITIES $ 42,094 $ 42,094

Shareholders’ Equity: Class A common stock, no par, 1,100 shares authorized, 920 issued $ 100 $ 100 Class B common stock, no par, 80,000,000 shares authorized, 36,000,000 issued 250,000 250,000 Preferred stock, 5,000,000 shares authorized, 0 issued - - Retained earnings, net of distributions (234,138) (41,561) Net Income (31,477) (97,762) Total Stockholder’s Equity $ (15,515) $ 110,777

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY $ 35,392 $ 152,871

See accompanying notes, which are an integral part of these financial statements. In the opinion of management, all adjustments necessary in order to make the interim financial statements not misleading have been included.

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF OPERATIONS (Unaudited) For the period of January 1, 2020 to June 30, 2020

For the period ended For the period ended 6/30/20 6/30/19

Revenues $ - $ - Cost of revenues - - Gross Profit (Loss) $ - $ -

Operating Expenses: Advertising and Marketing $ 22,500 $ 18,040 General and administrative 8,977 79,722 Total Operating Expenses $ 31,477 $ 97,762

Operating Income $ (31,477) $ (97,762)

Provision for Income Taxes - -

Net Income $ (31,477) $ (97,762)

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF STOCKHOLDER’S EQUITY (Unaudited)

Class A Class B

Common Stock Common Stock Accumulated Shareholders’ Shares Value Shares Value Earnings/Deficit Equity As of October 4, 2018 0 $0 0 $0 $0 $0 (inception)

Initial Share Issuance 920 $100 38,880,000 $0

Capital Contribution 2,010,046 $250,000

Net Income/(Loss) (265,615) (265,615) Balance as of June 920 $ 100 40,890,046 $ 250,000 $ (265,615) $ (265,615) 30, 2020

EVOLUTION DEVELOPMENT GROUP, INC. STATEMENT OF CASH FLOWS (Unaudited) For the period of January 1, 2020 to June 30, 2020

6/30/20 12/31/19

Cash Flows from Operating Activities Net Income $ (31,477) $ (191,577) Adjustments to reconcile net loss to net cash used Changes in operating assets and liabilities: Increase in Deferred Offering Costs Increase in Accounts Payable $ 23,920 $ 15,476 Net Cash Used in Operating Activities $ (7,557) $ (176,101)

Cash Flows from Investing Activities

Net Cash Used in Investing Activities $ - $ -

Cash Flows from Financing Activities Advances from founders $ - $ (45,000) Issuance of shares - 250,000 Net Cash Provided by Financing Activities $ - $ 205,000

Net Change in Cash and Cash Equivalents $ (7,557) $ 28,899

Cash and Cash Equivalents at Beginning of Period $ 28,949 $ 50 Cash and Cash Equivalents at End of Period $ 21,392 $ 28,949

Supplemental Disclosure of Cash Flow Information Cash paid for interest $ - $ - Cash paid for income taxes $ - $ -

EVOLUTION DEVELOPMENT GROUP, INC. NOTES TO FINANCIAL STATEMENTS As of June 30, 2020

NOTE 1 - NATURE OF OPERATIONS

Evolution Development Group, Inc. and (which may be referred to as the “Company,” “we,” “us,” or “our”) is an early stage company devoted to holding entertainment and racing assets.

The Company incorporated in 2018 in the state of Florida. The Company is headquartered in Florida.

Since Inception, the Company has received advances from its current shareholder(s) to fund its operations (see Note 6). During the next 12 months, the Company intends to fund its operations with funding from a securities offering campaign (see Note 7) and funds from revenue producing activities, if and when such can be realized. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").

Receivables and Credit Policy Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice. The Company, by policy, routinely assesses the financial strength of its customer. As a result, the Company believes that its accounts receivable credit risk exposure is limited and it has not experienced significant write-downs in its accounts receivable balances. As of June 30, 2020, the Company did not have any material outstanding accounts receivable.

117

Depreciation is provided using the straight-line method, based on useful lives of the assets. As of June 30, 2020, the Company had recorded no depreciation.

Deferred Offering Costs The Company complies with the requirements of ASC 340-10. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Under ASC 340- 10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members’ equity or expensed depending on whether the offering is successful or not successful, respectively. As of June 30, 2020, the Company had recorded a balance of deferred offering costs of $14,000.

The Company is taxed as a C Corporation for federal and state income tax purposes. As the Company has recently been formed, no material tax provision exists as of the balance sheet date.

The Company is current with its foreign, US federal and state income tax filing obligations and is not currently under examination from any taxing authority.

Advertising Expenses The Company expenses advertising costs as they are incurred.

Organizational Costs In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

118

In February 2016, FASB issued ASU No. 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2016-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on our financial statements and related disclosures.

NOTE 3 – INCOME TAX PROVISION

As described above, the Company was recently formed and has only incurred costs of its start-up operations and capital raising. As such, no material tax provision yet exists.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Legal Matters Company is not currently involved with and does not know of any pending or threatening litigation against the Company or founders.

NOTE 5 – COMMON EQUITY

119

NOTE 6 – RELATED PARTY TRANSACTIONS

As these are agreements between related parties, there is no guarantee that these rates or costs are commensurate with an arm’s-length arrangement.

NOTE 7 - SUBSEQUENT EVENTS

Securities Offering The Company is offering up to 3,200,000 shares of common equity in a securities offering planned to be exempt from SEC registration under Regulation A, tier 2. The Company has engaged with various advisors and other professionals to facilitate the offering who are being paid customary fees and equity interests for their work. This offering is contingent upon approval from the US Securities and Exchange Commission.

Management’s Evaluation Management has evaluated subsequent events through June 30, 2020, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements.

120

PART III: EXHIBITS

Index to Exhibits Description Item Exhibit Broker-Dealer Services Agreement with Dalmore Group, LLC Item 17.1 1A-1 Charters (including amendments) Item 17.2 1A-2A Bylaws Item 17.2 1A-2B Form Of Subscription Agreement Item 17.4 1A-4 Material Contracts Item 17.6 1A-6 Escrow Agreement Item 17.8 1A-8 Consent of Independent Auditors and Counsel Item 17.11 1A-11 Legal Opinion of Kendall Almerico Item 17.12 1A-12 Testing The Waters Item 17.13 1A-13

121

______

EXHIBIT 1A-1

BROKER-DEALER SERVICES AGREEMENT WITH DALMORE GROUP, LLC

______

BROKER-DEALER SERVICES AGREEMENT

This Broker-Dealer Selling Agreement (this “Agreement”) is made and entered into as of April 27, 2020 by and between Dalmore Group LLC, with its principal place of business at 525 Green Place, Woodmere, NY 11598 ("Dalmore," “us“, “our”, or “we”) and Evolution Development Group, Inc. with its principal place of business at 10949 Esteban Drive , Ft. Myers, FL 33912, (“Issuer”, “you” or “your”) (Dalmore and Issuer being referred to individually as a “Party“ and collectively as “Parties“ herein).

RECITALS:

WHEREAS, Dalmore is a registered broker-dealer in good standing with FINRA/SIPC providing administrative, compliance, and other services for market participants, including issuers conducting offerings of securities pursuant to federal and state laws and regulations, in compliance with SEC and FINRA rules, including, but not limited to, Regulation A (also known as “Regulation A+”). Additionally, Dalmore has developed proprietary administrative methods and tools, and, through the use of integrations with third-party vendors, has developed operational processes to provide administrative and compliance related functions in connection with issuers raising capital (together with Section 3(a) below, the “Facilitation Services”); and

WHEREAS, Issuer is undertaking a capital raising effort pursuant to federal and/or state laws, and in compliance with the rules and regulations of SEC, FINRA, and all other applicable agencies and regulatory bodies (the “Offering”); and,

WHEREAS, Issuer wishes to engage Dalmore to perform the Facilitation Services in connection with the Offering, but not for traditional underwriting or placement agent services such as soliciting investors.

THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT:

1. The recitals set forth above are true and correct and incorporated herein as if set forth at length.

2. Engagement:

A. Issuer hereby engages and retains Dalmore to perform the Facilitation Services on Issuer’s behalf and for investors who wish to invest in the Offering. Dalmore shall perform the Facilitation Services before and during the Offering period until the earlier of the completion or cancellation of the Offering or the termination of this Agreement. Dalmore hereby accepts such retention.

1A-1-2

B. Dalmore will serve as the broker-dealer of record for the Issuer referred investors participating in the Offering, being conducted directly by Issuer on a best efforts basis, and to render such Facilitation Services consistent with this Agreement.

C. Issuer agrees to provide Dalmore and its third party due diligence provider with due diligence materials as it reasonably requests. Dalmore’s provision of any Facilitation Services under this Agreement is subject to the satisfactory completion of its due diligence. A portion of the due diligence will be performed by a third-party due diligence company and all, or a majority of the due diligence fee paid by Issuer to Dalmore will be to cover these expenses of the third-party due diligence company.

D. Dalmore will not advise Issuer with the Offering, and will accept the Offering terms and structure as determined solely and exclusively by Issuer and its advisers in meeting its capital needs. Issuer and/or Issuer’s agents will provide Dalmore with the Offering materials and disclosures, including the investor subscription agreement and the Offering Circular or similar documents. Dalmore does not, will not, and has not at any time provided any legal, tax or accounting advice, manager consulting or public relations or crisis management services, whether in general or specifically with respect to the contemplated Offering. Issuer unequivocally agrees that under no circumstances shall any communication, whether oral, written or otherwise, be construed or relied on by Issuer as legal, tax or accounting, manager consulting or public relations or crisis management advice or services by Dalmore, and Issuer represents and covenants that it has and will rely solely on its own counsel and professionals for any such advice and services. Any communications related to the Offering and to Issuer’s business, in general, are deemed to be casual conversation, and Issuer represents that it will rely solely on the advice of its own securities, legal, tax, and financial professionals.

3. Services and Responsibilities:

A. Dalmore Responsibilities — Dalmore agrees to:

i. Accept investor data from the Issuer, generally via a commercially reasonable software system or technology provider, but also via other means as may be established by mutual agreement;

ii. Dalmore will process information from potential investors, including, but not limited to, running or otherwise verifying reasonable background checks for anti-money laundering, BSA, and PATRIOT Act purposes as well as IRS tax fraud identification and purposes, and to gather and review responses to customer identification information (together, “AML”) as well as comply with applicable Know Your Customer (“KYC”) rules for an issuer-directed Regulation A offering.

iii. Review the subscription agreement the potential investor is entering into to confirm their participation in the Offering and determine, in our sole and absolute discretion, whether to accept the use of the subscription agreement for the potential investor’s participation;

1A-1-3

iv. Contact the Issuer, Issuer's agents or investors, if needed, to gather additional information or clarification from prospective investors; v. Warrant that we are properly licensed to conduct securities business in the state of the investor’s residence; vi. Warrant that we are an SEC registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business; vii. Warrant that our personnel who execute and process the transaction are appropriately licensed securities representatives and/or principals, as required by regulations for the business being conducted; viii. Not compensate any unregistered person with any fees based upon the amount or success of any investment in the Offering; ix. Provide the Issuer with prompt notice about inconsistent, incorrect or otherwise flagged subscriptions; x. Provide Issuer and/or the Issuer’s agents with prompt notice for investors and/or transactions we believe they should decline to accept based on our compliance process; xi. File the necessary broker-dealer forms with FINRA as soon as reasonably practicable after the Issuer and/or Issuer’s agent file or submit documents related to the Offering to the SEC; xii. Maintain required files and records; xiii. Not solicit or sell to investors or provide any other services or investment products related to this Offering. Dalmore’s role involving contact with investors is limited to gathering information to perform the Facilitation Services, and answering questions with factual information from Issuer’s Offering documents, but not soliciting, selling or giving any recommendations or advice to any Investor. xiv. Not provide any investment advice nor any investment recommendations to any investor (declining to accept a transaction is not considered investment advice or a recommendation for purposes of this Agreement) related to this Offering, unless an additional contract for such services is entered into, and incorporated by reference into this Agreement; xv. Keep investor details and data confidential and not disclose to any third- party except as required to complete the Facilitation Services or as required by regulators, by law or otherwise in our performance under this Agreement; and

1A-1-4

xvi. Transmit book-entry format data to the Issuer's transfer agent responsible for maintaining the Issuer's responsibilities for managing investors and record keeping.

B. Issuer Responsibilities — Issuer agrees to:

i. Refer investors, at its sole and arbitrary discretion, to Dalmore so that Dalmore may perform the Facilitation Services as described herein on behalf of Issuer;

ii. Internally and operationally develop programs and policies to give effect to this objective;

iii. Educate and orientate all Issuer staff on the purposes and goals of this Agreement;

iv. Ensure investors understand they are making a “self-directed” investment decision, and provide Dalmore with all KYC and AML details and data that we reasonably request and require to meet our regulatory responsibilities and as needed pursuant to our operating policies and procedures;

v. Immediately, but not later than within one (1) business day, notify Dalmore with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;

vi. Ensure non-accredited investors do not exceed their permitted limits when participating in the Offering;

vii. Ensure that you and your staff understand that you, as Issuer, will have a direct relationship with your investors;

viii. Where required by law, establish an escrow account with an unaffiliated bank who is retained to act as escrow agent and in compliance with all laws, rules, and regulations, and specifically SEC Rule 15c2-4, and to ensure that (a) the purchase price is promptly deposited into a separate bank account until the contingency as described in the Issuer’s offering documents has occurred, and (b) the funds are held by a bank under a written escrow agreement;

ix. If an escrow account is not required by law, establish a bank account acceptable to Dalmore that is retained to hold funds in compliance with all laws, rules, and regulations, and to ensure that (a) the purchase price is promptly deposited into a bank account and (b) the funds are held by the bank until release of said funds are approved by the Issuer after all compliance is completed by Dalmore for investors who have paid said funds;

x. Ensure that you file required forms or documents with the SEC, with state securities departments, and with other all other regulatory authorities as required

1A-1-5 for the Offering being conducted and the general business of Issuer; by signing this Agreement you represent and understand that Dalmore does not file Blue Sky state notices, SEC registration documents or regulatory reports on behalf of Issuer other than as stated in our responsibilities in subpart 3(A) above; xi. Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering; xii. Include language in your investor subscription agreement that discloses Issuer is paying broker-related facilitation fees in connection to this Offering, some of which will be paid out of escrow against net funds due to the Issuer upon any closing; xiii. Maintain and ensure that you and your agents or employees are properly registered and compliant with applicable state and federal law and agencies or regulatory bodies, and to obtain all authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental and regulatory bodies necessary to perform your obligations hereunder and to your investors specifically, and to your business generally. xiv. Ensure the marketing and promotional activities you engage in, as related to the Offering, are fair and balanced and in compliance with all applicable laws, rules and regulations, including regulatory guidance and industry best practices. xv. Comply with the requirements of all applicable laws, rules, and regulations when soliciting investors for the Offering. xvi. Compensate any person for directly selling securities only if such person is associated with a FINRA member broker-dealer and is appropriately registered with both the SEC and the state(s) in which the investors reside. xvii. Provide Dalmore with copies of all marketing materials of any kind and any “testing the waters” materials prior to their use which Issuer acknowledges and agrees that Dalmore shall not be reviewing for accuracy or completeness and Issuer is responsible in all respects as to the content of such marketing materials. xviii. Warrant that all information you provide to Dalmore and its third-party due diligence provider, and all information to be used in conjunction with the Offering, will be accurate and complete in all material respects and will not contain any untrue statement of a material fact or omit a material fact; xix. Warrant that if you become aware that any information you provided is inaccurate or incomplete in all material respects, or if an event transpires which causes it to become inaccurate or incomplete in all material respects, you will inform Dalmore in writing (via email) as soon as practicable, and provide supplemental information necessary to correct and/or complete the Information;

1A-1-6

xx. Warrant that neither Dalmore nor any of its representatives shall have any liability to the Issuer or to any officer, employee, affiliate, director, member or stakeholder of the Issuer for any inaccuracy or omission, material or otherwise, which may appear in any offering memorandum or other materials based on information provided by the Issuer or otherwise related to or arising out of this engagement or the services performed hereunder, except for liability to the Issuer for claims, liabilities, losses, and damages that are finally judicially determined to have resulted directly and primarily from Dalmore or its representatives bad faith, recklessness, gross negligence or willful misconduct, and then only for amounts in the aggregate not exceeding any paid fees pursuant to this Agreement;

C. The Issuer represents that it is familiar with and is not subject to any “bad actor” disqualification provisions contained in any applicable law, rule, or regulation that would disqualify the Offering from reliance on any law, rule, or regulation, and that it or any other relevant person (such as underwriters, placement agents, and the directors, officers and significant shareholders of the Issuer) has not experienced a disqualifying event or other violations of any applicable law, rule, or regulation. Specifically, Issuer is familiar with Rule 262 of Regulation A, and Issuer agrees it and all relevant persons has, does and will comply with such rule, and that it will promptly notify in writing Dalmore in the event any disqualification or disclosure event occurs, is likely to occur, or comes to the Issuer’s or Issuer’s agent’s knowledge during the course of the Offering.

4. Compensation: For Facilitation Services provided under this Agreement, the terms and payments shall be as follows:

A. Facilitation Fees: All facilitation fees payable to Dalmore are set out in Exhibit A and are payable to Dalmore. Facilitation fees are charged to Issuer upon each disbursement of funds from the Offering to Issuer from an escrow or other bank account where investor funds are held pending each trade being cleared, unless otherwise agreed to in writing. Facilitation fees are nonrefundable.

B. Exceptions: Facilitation fees may be negotiated on a case-by-case basis with Dalmore and such agreements must be evidenced in writing. For these purposes, an email from Dalmore to Issuer will constitute sufficient evidence of an alteration to Exhibit A. Any negotiated alteration to the Exhibit A is considered to be a specific, one-time exception and shall not be interpreted to be, or constitute as, an amendment or general waiver of Exhibit A or other terms of this Agreement.

C. Expenses: Issuer shall reimburse Dalmore for any out-of-pocket expenses incurred by us in relation to the Facilitation Services we provide under this Agreement. Any individual expense more than $500.00 shall require the prior written approval of Issuer, with email considered an acceptable form of writing. Such expenses are non-contingent and due and payable to Dalmore at the time they are incurred. The total amount of out-of- pocket expenses that may be reimbursed to Dalmore is capped at $10,000.00 not including the $15,000.00 due diligence fee and the FINRA filing fee set out in Exhibit A.

1A-1-7

D. Payment Terms: Dalmore will generally be paid its facilitation fees by the Issuer via ACH-debit authorized by the Issuer. Dalmore shall maintain books and records of business transacted and amounts due to Dalmore. The Parties shall have the reasonable right to obtain documentation concerning the details of the payments due.

E. Syndication/Selling Partners: If Issuer, either directly or through Dalmore, enters into selling agreements with any other broker-dealer(s), then Dalmore may charge Issuer for fees due to other parties, so that Dalmore may remit applicable fees to those parties as contractually obligated. Issuer acknowledges and unequivocally agrees that Dalmore may have fee-sharing agreements with such syndication partners, which in no way affect the compensation that is due to Dalmore under this Agreement. Although Dalmore is the primary broker-dealer facilitating this Offering, in no event shall fee-sharing arrangements with syndication/selling partners be interpreted to mean that Dalmore or its representatives are acting in any solicitation or sales capacity, as these services are not provided for under this Agreement. In the event that a selling group is formed, the fees payable to Dalmore under the fee sharing agreement will still solely be for Facilitation Services provided for administration of the Offering.

5. Non-Exclusivity, No Underwriting: Dalmore is not underwriting the Offering. Issuer may, in its sole discretion, offer the opportunity to any broker-dealer(s) to participate in the syndicate and compensate them for selling, advisory, underwriting and other services. This Agreement is otherwise non-exclusive and shall not be construed to prevent either Party from engaging in any business activities. However, Issuer agrees that it will (a) provide written notice to Dalmore at least 10 business days in advance of hiring any broker-dealer to provide services and (b) at that time, make a written introduction between Dalmore and any other broker-dealer so Dalmore and the additional broker-dealer may discuss any matters necessary in advance of the additional broker- dealer being retained.

6. Limited License of Trademarks: During the term of this Agreement, Issuer generally has the option to use Dalmore’s name, logo and trademarks on its website and other marketing materials to disclose that Dalmore is acting as a registered broker-dealer, so long as the use of Dalmore’s name, logo or trademarks cannot be construed that the Offering or any transaction is endorsed, recommended, or vetted by Dalmore, or that Issuer or its agents are authorized to act as an agent or a representative of Dalmore. Any use of Dalmore’s name, logo and trademarks by Issuer must be approved in advance and in writing by Dalmore.

7. Independent Contractor: It is agreed that Dalmore and Issuer are independent contractors for the business and Facilitation Services provided hereunder. Under no circumstances shall this Agreement be deemed to imply or infer that Issuer and Dalmore have anything other than an arm’s length and independent relationship. Both Dalmore and Issuer shall be individually responsible and liable for their own respective federal, state, local and other taxes or fees, as well as all costs associated with their businesses.

8. Term and Termination: This Agreement is effective beginning with the date set forth above, and unless terminated shall continue for as long as the Offering remains open and active.

1A-1-8

A. Either Party may terminate this Agreement without cause by giving ten (10) business days written, email notice to the other at any time. Such termination shall only affect future business and shall not apply to transactions initiated or other business conducted prior to the date of termination;

B. Either Party may terminate their participation in this Agreement for cause (including any regulatory actions or investigations, or complaints filed by investors or persons associated with the Issuer or the Offering, collectively “for cause”) by giving seven (7) business days written, email notice as required under Paragraph 11 of this Agreement to the other Party at any time setting forth the “for cause” basis for termination. Unless such “for cause” basis is cured within five (5) business days after notice, the termination shall then become in full force and effect;

C. In the event of any termination, the Parties shall cease referring and processing investors; provided, however, the Parties shall use commercially reasonable efforts to have an orderly transition of the processing of investors and at a minimum, in compliance with any and all applicable laws, rules and regulations. Issuer shall, upon termination of this Agreement, become solely responsible for all compliance related to the offering and any investors, processing investors and any and all other services rendered by Dalmore prior to the termination.

D. No termination of this Agreement shall deprive Dalmore of any fees to which it is entitled pursuant to this or any other operative agreement and, specifically, Dalmore shall remain entitled to any fees for any services rendered prior to, or for any fees accrued, but not yet paid, as of such termination.

9. Indemnification: Each Party (each, an “Indemnifying Party”) shall indemnify, hold harmless, and defend the other Party and such other Party’s officers, directors, employees and agents (each such person, an “Indemnified Party”) against any losses, claims, damages or liabilities, joint or several, and expenses (including, without limitation, reasonable attorney’s fees, incurred by such Indemnified Party in connection with investigating or defending against such loss, claim, damage, liability or action) to which any Indemnified Party may become subject (a “Claim”), insofar as such Claim (or actions in respect thereof) arises out of a material breach of any of the covenants, agreements, representations or warranties of the Indemnifying Party contained in this Agreement or the Indemnifying Party’s actions or obligations. As a condition to being indemnified under this Agreement, the Indemnified Party shall: (i) promptly notify in writing the Indemnifying Party of the Claim; (ii) allow the Indemnifying Party control of the defense and settlement of a Claim; and (iii) provide assistance, at the Indemnifying Party’s expense, in defending or settling the Claim; provided, however, Indemnifying Party shall not enter into any settlement which admits any fault or results in any liability to an Indemnified Party, without the prior written consent of Indemnified Party. Issuer acknowledges and agrees that any additional broker-dealer added to the Offering pursuant to any fee-sharing agreement by and between Dalmore and another broker-dealer, Issuer shall indemnify and holder hold harmless such broker- dealer as if such broker-deal was Dalmore under this Agreement.

1A-1-9

10. Confidentiality and Mutual Non-Disclosure: It is acknowledged that in the performance of this Agreement each Party may become aware of and/or in possession of confidential, nonpublic information of the other Party. Except as necessary in this Agreement’s performance, or as authorized in writing by a Party or by law, the Parties (and their affiliated persons) shall not disclose or make use of such non-public information. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of practically all data, including communications and Offering materials, regardless of any termination of this Agreement. Notwithstanding the foregoing, information which is, or was, in the public domain (including having been published on the internet) is not subject to this section.

11. Notices: All notices given pursuant to this Agreement shall be in writing and sent via email to

Etan Butler - Chairman Dalmore Group LLC 525 Green Place Woodmere, NY 11598 [email protected] and to Issuer at

Name: John Norman Title: CEO Company: Evolution Development Group, Inc. E-mail: [email protected]

12. Binding Arbitration, Applicable Law and Venue, Attorneys Fees: This Agreement is governed by, and will be interpreted and enforced in accordance with the regulations of the SEC and FINRA, and laws of the State of New York, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of FINRA, with venue in New York, New York. Each of the Parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all Parties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing Party shall be entitled to recover damages plus reasonable attorney’s fees.

13. Entire Agreement, Amendment, Severability and Force Majeure: This Agreement contains the entire agreement between Issuer and Dalmore regarding the subject matter hereof. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no Party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of regulators, acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information

1A-1-10 technology providers), or other similar causes. This Agreement may be amended only by a writing signed by both Parties and may not be assigned without the written consent of the other Party.

14. Taxpayer Identification: Section 6109 of the Internal Revenue Code requires us to provide you with our Taxpayer Identification Numbers (TIN).

Company Name: Dalmore Group, LLC Contact: Etan Butler Address: 525 Green Place, Woodmere, NY 11598 Tax ID Number (EIN): 20-2658095

Under penalties of perjury, Dalmore hereby certifies that the number shown above is our correct taxpayer identification number, that we are not subject to backup withholding, and that we are a U.S. person.

15. Counterparts: This Agreement may be executed in any number of counterparts and will be binding when it has been executed and delivered by the last signatory hereto to execute a counterpart. A facsimile or electronic transmission of a signature shall be deemed to constitute an original signature for purposes of this Agreement. Issuer and Dalmore hereby consent and agree that electronically signing this Agreement constitutes each parties signature, acceptance and agreement as if signed in writing.

16. Acknowledgment: The wording of this Agreement was reviewed and accepted by each Party and their legal counsel prior to execution. It shall be deemed that this Agreement was drafted equally by the Parties, and neither Party shall be entitled to have any wording of this Agreement construed for or against the other Party in the event of any dispute arising in connection with this Agreement. Further, the undersigned warrant and represent that in executing this Agreement, they have full authority to execute the Agreement and bind themselves and others hereto. The Parties further represent that they have been independently represented by counsel of their own choice and that each Party has made a full investigation in the facts surrounding the Agreement and that each enters into this Agreement based upon that investigation and upon the advice of their respective counsel.

[REMAINDER OF PAGE INTENTIONALLY BLANK] [SIGNATURE PAGE FOLLOWS]

1A-1-11

1A-1-12

EXHIBIT A

I. Dalmore FACILITATION FEE SCHEDULE

Facilitation Fee structure for all capital raised:

A. Five Percent (5%) of the Gross Proceeds Raised in the Offering. “Gross Proceeds Raised” is defined as the total amount of investments that have been cleared for disbursement by Dalmore. The fees for each transaction accrue at the time the subscription agreement is reviewed and approved by Dalmore. The subscription agreement is reviewed and cleared only after all requisite compliance and administrative processes have been completed.

B. Five-year warrants to acquire at a cost of 105% of the per share price of the Regulation A offering, a number of shares or other equity equal to Three Percent (3%) of the Gross Proceeds Raised in the Offering. Sample Warrant is attached as Exhibit B.

II. FEE SCHEDULE INVOLVING SALES FROM SELLING GROUP BROKER- DEALERS

For sales of securities in this Regulation A offering for investors originated by the following selling group broker-dealers, should the selling group be formed and either or both of the broker-dealers below sign a commission sharing agreement with Dalmore, the fee structure for capital raised will be as follows:

A. For sales of securities to investors originated by CFI Securities (CRD#: 284750):

i. In lieu of the fee structure set out in Section I above, a total fee of Seven Percent (7%) of the Gross Proceeds Raised in the Offering, with Five Percent (5%) of the Gross Proceeds Raised in the Offering being paid to Dalmore for facilitation fees, and Two Percent (2%) of the Gross Proceeds Raised in the Offering being paid to CFI via a commission sharing agreement with CFI for success fees from investors CFI originates, and

B. For sales of securities to investors originated by StartEngine Primary, LLC (CRD#: 291773):

i. In lieu of the fee structure set out in Section I above, a total fee of Seven Percent (7%) Percent of the Gross Proceeds Raised in the Offering, with Two Percent (2%) of the Gross Proceeds Raised in the Offering being paid to Dalmore for facilitation fees, and Five Percent (5%) Percent of the Gross Proceeds Raised in the Offering being paid to StartEngine Primary via a commission sharing agreement with StartEngine Primary for success fees from investors StartEngine Primary originates, and

1A-1-13

ii. In lieu of the warrant structure set out in Section I, five-year warrants to acquire at a cost of 105% of the per share price of the Regulation A offering, a number of shares or other equity equal to Five Percent (5%) of the Gross Proceeds Raised in the Offering, with Two Percent (2%) of the warrants being given to Dalmore for facilitation fees, and Three Percent (3%) of the warrants being given to StartEngine Primary via a commission sharing agreement with StartEngine Primary for success fees from investors StartEngine Primary originates, Sample Warrant is attached as Exhibit B.

C. If other selling group broker-dealers are engaged, an addendum to this Agreement will be executed by the Parties.

III. EXPENSE SCHEDULE

1. FINRA 5110 filing fee, $20 million X 0.015% + $500 = $3,500.00. This fee was previously paid to Cuttone & Co., LLC, a previously engaged broker-dealer whose services have been terminated, and will not be paid again by Issuer.

2. Issuer will pay Dalmore a non-refundable due diligence flat fee of $15,000.00 due and payable upon the signing of this Agreement. At least $12,500 of this flat fee will be paid to a third party due diligence provider. This due diligence fee was previously paid to Cuttone & Co., LLC and will not be paid again by Issuer. Any portion of the $15,000 not paid to a third party due diligence provider will be refunded to Issuer.

3. Additionally, Dalmore’s Facilitation Services rely upon you entering into a contract with a third-party technology and escrow/banking provider and providing Dalmore with access to investor data through said technology. The third-party technology and escrow provider will charge fees to you for the services they provide. Dalmore will not share in those third-party technology and/or escrow fees in any way.

1A-1-14

EXHIBIT B SAMPLE WARRANT

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. IT MAY NOT BE SOLD, TRANSFERRED OR PLEDGED OTHER THAN AS STATED HEREIN, IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE, TRANSFER OR PLEDGE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

1. Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, Dalmore Group, LLC and/or StartEngine Primary, LLC and/or CFI Securities (the “Holder”) or its assignees are entitled to subscribe for and purchase from Evolution Development Group, Inc., a Florida Corporation (the “Company”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the “Warrant Shares”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the “Warrant Price.”

2. Adjustment of Warrant Price and Number of Shares. The number and kind of securities issuable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:

(a) Adjustment for Dividends in Shares, Units or Other Securities or Property. In case

1A-1-15 at any time or from time to time on or after the date hereof the holders of the Class B Common Stock of the Company (or any shares or units or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional shares or units or other securities or property (other than cash) of the Company by way of dividend, then and in each case, the holder of this Warrant shall, upon the exercise hereof, be entitled to receive, in addition to the number of shares of Class B Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional shares, units or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been the holder of record of such Class B Common Stock on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional Class B Common Stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by paragraphs (b) and (c) of this Section 2.

(b) Adjustment for Reclassification, Reorganization or Merger. In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the shares, units and/or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the Class B Common Stock or other securities and property receivable upon the exercise hereof prior to such consummation, the Class B Common Stock or other securities or property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in paragraphs (a) and (c); and in each such case, the terms of this Section 2 shall be applicable to the Class B Common Stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

(c) Splits and Reverse Splits. If at any time on or after the date hereof the Company shall subdivide its outstanding shares of Class B Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of shares receivable upon exercise of the Warrant shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the outstanding number of shares of Class B Common Stock shall be combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of shares receivable upon exercise of this Warrant shall thereby be proportionately decreased.

3. No Fractional Shares. No fractional shares of Class B Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Class B Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

4. No Shareholder or Unitholder Rights. This Warrant shall not entitle its holder to any of

1A-1-16 the rights of shareholders of the Company.

5. Reservation of Shares, Units or Other Securities. The Company covenants that during the period this Warrant is exercisable, the Company will reserve from its authorized and unissued Class B Common Stock a sufficient number of shares to provide for the issuance of Class B Common Stock upon the exercise of this Warrant. The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing share or unit certificates, if applicable, to execute and issue the necessary certificates for Class B Common Stock upon the exercise of this Warrant, or to otherwise record in book entry form, the issuance of the shares or units.

6. Exercise of Warrant.

(a) Method of Exercise. This Warrant may be exercised by the Holder hereof, in whole or in part and from time to time, by the surrender of this Warrant at the principal office of the Company, accompanied by payment to the Company, by check, of an amount equal to the then applicable Warrant Price per share multiplied by the number of Class B Common Stock then being purchased. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Class B Common Stock issuable upon such exercise shall be treated for all purposes as the Holder of such shares of record as of the close of business on such date. As promptly as practicable on or after such date and in any event within five (5) business days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates (or in the case or uncertificated securities, written proof that the uncertificated securities have been transferred, in book entry form, to Holder) for the number of Class B Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share or unit as provided above, and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the portion of the Class B Common Stock, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to the holder hereof. The Class B Common Stock issuable upon exercise hereof shall, upon their issuance, be fully paid and nonassessable.

(b) Net Issue Exercise.

(i) In lieu of exercising this Warrant in the manner provided above in Section 6(a), holder may elect to receive Class B Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to holder a number of shares of the Company’s Class B Common Stock computed using the following formula:

X = Y(A-B) A

Where

1A-1-17

X = The number of Class B Common Stock to be issued to holder.

Y = The number of Class B Common Stock purchasable under this Warrant (at the date of such calculation).

A = The fair market value of one share/unit of the Company’s Class B Common Stock (at the date of such calculation).

B = The Warrant Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 6(b), fair market value of the Company’s Class B Common Stock shall mean the price per share which the Company could obtain from a willing buyer for the shares sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Board of Directors of the Company.

(iii) In the event the holder elects to exercise the Warrant without use of the net issue right set forth in Section 6(b)(i), the Company shall have the option to not accept cash from the holder and in lieu thereof issue shares pursuant to the net issue formula set forth above.

7. Certificate of Adjustment. Whenever the Warrant Price or number or type of securities issuable upon exercise of this Warrant is adjusted, as herein provided, the Company shall promptly deliver to the record holder of this Warrant a certificate of an officer of the Company setting forth the nature of such adjustment and a brief statement of the facts requiring such adjustment.

8. Transfer of Warrant. This Warrant may not be transferred by the Holder without the written consent of the Company. Notwithstanding the foregoing, no such consent shall be necessary for a transfer of all or part of this Warrant by such Holder to a present or former shareholder, employee, independent contractor or partner of such Holder, if the transferee or transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holder hereunder.

9. Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft or destruction of any Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

10. Securities Law. As a condition to exercise of this Warrant, Holder shall be required to make such representations and warranties and execute such documents as reasonably requested by the Company in order for the Company to perfect an exemption from the registration and qualification requirements of applicable securities laws.

11. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest of (a) the close of business on the five-year anniversary of the Qualification Date for the Company’s Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. Should a sale,

1A-1-18 merger or the like of the Company, or an initial public offering of the Company, be close to consummation, the Company shall give Holder adequate written notice in advance of said sale, merger or the like of the Company or an initial public offering of the Company so Holder may have adequate notice to exercise this Warrant.

12. Lock-Up Restriction. If this Warrant or any common or preferred shares or units, options, and other equity securities of the Company is (a) acquired by the Holder or a related person during 180 days prior to the required filing date of a public equity offering of the Company, or (b) acquired after the required filing date of the registration statement of a public equity offering of the Company and deemed to be underwriting compensation by FINRA, it shall not be sold during the public equity offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of the sale of the public offering, except as provided below.

Notwithstanding paragraph 12 above, the following shall not be prohibited, insofar as all securities so transferred remain subject to the lock-up restriction in paragraph 12 above for the remainder of the time period:

(a) the transfer of any security: (i) by operation of law or by reason of reorganization of the Company; (ii) to any member participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restrictions above for the remainder of the time period; (iii) if the aggregate amount of securities of the Company held by the Holder and related persons do not exceed 1% of the securities being offered in the public equity offering; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; (v) that is not an item of value under paragraphs (c)(3)(B)(iii) through (vii) above; (vi) that is eligible for the limited filing requirement in paragraph (b)(6)(A)(iv)b. and has not been deemed to be underwriting compensation under the Rule; (vii) that was previously but is no longer subject to the lock-up restriction in paragraph (g)(1) above in connection with a prior public equity offering (or a lock- up restriction in the predecessor rule), provided that if the prior restricted period has not been completed, the security will continue to be subject to such prior restriction until it is completed; or (viii) that was acquired subsequent to the issuer's initial public offering in a transaction exempt from registration under Securities Act Rule 144A; or

(b) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction above for the remainder of the time period.

1A-1-19

13. Miscellaneous. This Warrant shall be governed by the laws of the State of New York. The headings in this Warrant are for purposes of convenience and reference only and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the Company and the registered holder hereof. All notices and other communications from the Company to the holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, to the address furnished to the Company in writing by the last holder of this Warrant who shall have furnished an address to the Company in writing. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. The language in this Warrant shall be construed as to its fair meaning, and not strictly for or against the Company or the holder. This Warrant sets forth the final, complete and exclusive statement of the terms and conditions between the parties pertaining to the subject matter of this Warrant and supersedes all prior and contemporaneous agreements or understandings with respect thereto.

Remainder of Page Intentionally Blank: Signature Page Follows

1A-1-20

EVOLUTION DEVELOPMENT GROUP, INC.

By:______

Title:______

Accepted: Dalmore Group, LLC

By:______

Title:______

DATE:______

Accepted: STARTENGINE PRIMARY, LLC

By:______

Title:______

DATE:______

Accepted: CFI SECURITIES

By:______

Title:______

DATE:______

1A-1-21

NOTICE OF EXERCISE

TO: EVOLUTION DEVELOPMENT GROUP, INC.

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

(2) Payment shall take the form of: ______

(3) Please issue a certificate or certificates representing said Warrant Shares (or in the case or uncertificated securities, written proof that the uncertificated securities have been transferred, in book entry form, to Holder) in the name of the undersigned or in such other name as is specified below:

______[SIGNATURE OF HOLDER]

______[DATE]

1A-1-22

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)

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

______whose address is ______.

______

Dated: ______, ______

Holder’s Signature: ______

Holder’s Address: ______

______

1A-1-23

EXHIBIT 1A-2A

CHARTER AND AMENDMENTS

1A-2A-1

1A-2A-2

1A-2A-3

1A-2A-4

1A-2A-5

1A-2A-6

1A-2A-7

1A-2A-8

1A-2A-9

1A-2A-10

1A-2A-11

1A-2A-12

1A-2A-13

______

EXHIBIT 1A-2B BYLAWS

______

1A-2B-1

BYLAWS OF EVOLUTION DEVELOPMENT GROUP, INC.

ARTICLE I. INTERPRETATION

Section 1. Defined Terms.

As used in these Bylaws, the following capitalized terms have the respective definitions attributed to them:

“Articles” means the Articles of Incorporation of the corporation as currently in effect and as later amended, restated, or corrected.

“Board” means the Board of Directors of the corporation.

“Bylaws” means these Bylaws of the corporation as currently in effect and as later amended or restated.

“Seller” means a shareholder or a non-exempt transferee who is obligated to sell shares to the corporation pursuant to these Bylaws.

“Transfer Shares” means shares that are the subject of a transfer by a shareholder to a person who is not an exempt transferee.

Section 2. Other Recurring Words.

As used in these Bylaws, (a) the word “including” is always without limitation, (b) the words “consent” and “approval” are synonymous, (c) masculine words should be construed to include correlative neuter and feminine words, (d) words in the singular number include words in the plural number and vice versa, (e) every reference to a “shareholder” means a shareholder of the corporation, (f) every reference to “shares” means shares of the corporation’s capital stock, (g) every reference to the “corporation” means Evolution Development Group, Inc., a Florida corporation, and (h) the following uncapitalized words and terms have the respective meanings ascribed to them:

“days” means calendar days, including Saturdays, Sundays, and holidays recognized by the corporation.

“person” includes, in addition to a natural person, a group, trust, syndicate, corporation, cooperative, association, partnership, business trust, joint venture, limited liability company, unincorporated organization, and government or governmental authority.

“pro rata” means in the proportion that the item being measured for each shareholder to whom the measurement is applicable bears to the total amount of that item for all shareholders to whom the measurement is applicable.

ARTICLE II. OFFICES OF CORPORATION

Section 1. Registered Office.

The registered office of the corporation will be located within the State of Florida and can be (but need not be) the same as the corporation’s principal business office, if it is located within the State of Florida. The initial registered office and registered agent of the corporation will be as set forth in the Articles. The Board may change the registered office or registered agent of the corporation and delete the name and address of the

1A-2B-2 initial registered agent and officer from the Articles at any time and from time to time, effective upon making the appropriate filings with the Florida Department of State.

Section 2. Principal and Other Offices.

The principal office of the corporation will be located at the same place that is designated as the principal office of the corporation in the most recent uniform business report filed by the corporation with the Florida Secretary of State or in the Articles of Incorporation filed by the corporation with the Florida Secretary of State (until the corporation files its first uniform business report). The corporation may establish and maintain any other office designated by resolution of the Board or required from time to time by the business operations of the corporation. The corporation shall maintain at its principal office a copy of the records specified in these Bylaws.

ARTICLE III. SHAREHOLDERS

Section 1. Annual and Regular Meetings.

The corporation shall hold an annual meeting of shareholders who are entitled to vote during the month of September of each year, on a date and at a time and place either in or out of the State of Florida, determined by the President or by resolution of the Board, for (a) the election of directors, (b) the selection of the corporation’s independent certified public accountants for the ensuing year, (c) the determination of whether those accountants will audit, review, or compile the corporation’s financial statements for the year then ending, and (d) the transaction of any other proper business. If the corporation does not hold an annual meeting of shareholders during the month of September by oversight or otherwise, the corporation shall hold a special meeting of shareholders, as soon as practical, and the transaction of any business at that special meeting will have the same validity as if those actions occurred at an annual meeting of shareholders.

The corporation may hold regular meetings of shareholders without further notice on the dates and at the times and places (and with the means of remote communications, if any) the Board designates at the beginning of each calendar year with ten days’ advance notice to the shareholders. Unless otherwise designated by the President or the Board by resolution, every annual and regular meeting of shareholders will be held at the principal office of the corporation. Holders of the corporation’s Class B Common Stock do not have the right to participate in any meeting of shareholders or to have notice of those meetings.

The corporation may postpone, reschedule, or cancel any annual or regular meeting of shareholders previously called.

Section 2. Special Meetings.

The corporation shall hold a special meeting of shareholders who are entitled to vote for the purpose or purposes stated in the notice of the special meeting. The President or the Board may call a special meeting of the shareholders at any time and the Board shall call a special meeting of the shareholders at the written or electronic request of the holder or holders of not fewer than 50% of all shares entitled to vote on any issue at a special meeting of shareholders. A shareholder’s written request for a special meeting of shareholders will be valid and effective only if it is delivered to the Secretary, is signed and dated by the holders of the requisite number of shares, and describes the purpose or purposes of the requested special meeting. Upon the Secretary’s receipt of a valid written request for a special meeting of shareholders from the holders of the requisite number of shares, the Board shall call a special meeting of shareholders solely for the purpose or purposes stated in the shareholders’ request. Every special meeting of shareholders will be held on the date and at the time and place in or outside the State of Florida designated by the Board and stated in the notice of the meeting. If no place for a special meeting is stated in the notice of the meeting, the meeting will be held in the principal office of the corporation. The Secretary shall notify the shareholders entitled to vote of the time, date, place, and means of remote communication, if any, of a special meeting of shareholders in accordance with Section 3 of this Article. The shareholders may conduct at a special meeting only business that is related to the purpose or purposes stated in the notice of the meeting. The corporation may postpone, reschedule, or cancel any special meeting of shareholders previously called.

Bylaws of Evolution Development Group, Inc. Page 2

1A-2B-3 A shareholder may revoke the shareholder’s request for a special meeting at any time by written revocation delivered to the Secretary, and if, following the revocation, there are un-revoked requests from shareholders owning in the aggregate less than the requisite number of shares entitling the shareholders to request the calling of a special meeting, the Board, in its discretion, may cancel the special meeting. A request for a special meeting shall be deemed revoked if the shareholders that requested the meeting do not maintain ownership of the requisite number of shares entitling the shareholders to request the calling of a special meeting, and in that event, the Board, in its discretion, may cancel the special meeting.

Section 3. Notice of Shareholder Meetings.

The Secretary shall deliver, not fewer than ten or more than sixty days before the date set for the meeting, a written notice stating the date, time, and place of the meeting and, in the case of a special meeting of shareholders, the purpose or purposes of the special meeting. Unless otherwise required by law or the Articles, notice of a shareholders’ meeting need be given only to shareholders entitled to vote at the meeting. The Secretary shall deliver the written notice of the meeting (a) personally, (b) by fax, email, or other form of electronic communication (in a manner authorized by the shareholder), or (c) by first class, postage prepaid, United States mail (whether or not certified or registered, and regardless of whether a return receipt is received or requested). The Secretary may use a class of United States mail other than first class, if written notice of the meeting of shareholders is mailed at least 30 days before the date set for the meeting. Written notice of a meeting of shareholders will be effective upon its receipt by the shareholder, if delivered personally by the Secretary, when it is sent, if it is sent by fax, email, or other form of electronic communication, or on the fifth day after it is postmarked by the United States Postal Service, if it is delivered by United States mail, postage prepaid, and addressed to the shareholder’s address appearing on the stock transfer books of the corporation.

A notice of a meeting of shareholders will be adequate for both the meeting of shareholders designated in the notice and any adjournment of that meeting, if the date, time, and place to which the meeting is adjourned are announced at the meeting before the adjournment is taken and the Board does not establish after the adjournment a new record date for the adjourned meeting. If any shareholder transfers any shares after the effective date of a notice of a meeting of shareholders, the Secretary need not notify the transferee of the meeting of shareholders.

Notwithstanding the foregoing, the Secretary need not provide to any shareholder who is entitled to vote written notice of a meeting of shareholders, if the corporation has sent by first-class, postage pre-paid, United States mail to the shareholder’s address appearing on the stock transfer records of the corporation and had returned undelivered either (i) an annual report and proxy statement for two consecutive annual meetings of shareholders, or (ii) all, and at least two, checks in payment of dividends or interest on securities of the corporation during a 12-month period. The corporation’s obligation to give notice of a meeting of shareholders to any shareholder who is entitled to vote will resume when the corporation receives a new address for the shareholder.

Every notice of a special meeting of shareholders must include a description of the purpose or purposes of the meeting. Except as otherwise required by law, the Articles, or this section of these Bylaws, the notice of any annual meeting of shareholders need not include a description of the purpose or purposes of the meeting. However, if a purpose of any meeting of shareholders is to consider (i) the dissolution of the corporation, (ii) a plan of merger or share exchange, (iii) the removal of a director of the corporation, (iv) a sale, lease, exchange, or other disposition of all or substantially all the property of the corporation, or (v) a proposed amendment to the Articles (including any restated articles of incorporation requiring shareholder approval), the notice must state that purpose and, if applicable, must be accompanied by (A) a summary of the plan of merger or share exchange, (B) the name of the director proposed to be removed from the Board, (C) a copy of the articles of amendment to the Articles (or restated articles of incorporation), or (D) a summary of the transaction involving the sale, lease, exchange, or other disposition of all or substantially all the property of the corporation. If the corporate action to be submitted to a vote of shareholders entitles them to appraisal rights, the notice of the meeting of shareholders must state that the shareholders are or might be entitled to exercise appraisal rights and must be accompanied by a copy of the statutory provisions regarding the appraisal rights of shareholders.

Bylaws of Evolution Development Group, Inc. Page 3

1A-2B-4 If it issues or authorizes the issuance of shares for promises to render services in the future, the corporation shall report in writing to all its shareholders, with or before the notice of the next meeting of shareholders, the number of shares authorized to be issued and the consideration to be received for the shares. If the corporation indemnifies or advances expenses to any agent, officer, director, or employee of the corporation (other than by court order, action by the shareholders, or pursuant to insurance maintained by the corporation), the corporation shall notify all its shareholders of the indemnification or advancement of expenses with or before the notice of the next meeting of shareholders or before the notice of the next shareholders’ meeting or before such meeting if the indemnification or advance occurs after the giving of that notice but before the time the meeting is held. The notice of indemnification must specify the persons paid, the amounts paid, and the nature and status of the litigation or threatened litigation at the time of the payment.

An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of shares affected or other agent, specifying the name and address or the names and addresses of the shareholder or shareholders to whom any notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, constitute prima facie evidence of the facts stated in the affidavit.

Section 4. Waivers of Notice and Presumption of Assent.

A shareholder may waive any notice required by law, these Bylaws, or the Articles, either before or after the date and time of the meeting or other action for which notice is required, by signing and delivering to the Secretary a written waiver of the requisite notice. The Secretary shall file a written waiver of notice of a meeting of shareholders with the minutes of that meeting and shall file in the corporation’s records a written waiver of any other requisite notice. A shareholder’s attendance at a meeting of shareholders, in person or by proxy, constitutes (a) a waiver by the shareholder of notice of the meeting or any defect in the notice of the meeting, unless the shareholder (in person or by proxy) objects at the beginning of the meeting to the holding of the meeting or the conduct of business at the meeting, and (b) a waiver by the shareholder of the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the notice of the meeting, unless the shareholder objects to consideration of the matter when it is presented.

Section 5. Participation by Remote Communication.

The Board may determine, in its sole discretion, to hold an annual, regular, or special shareholder meeting solely by means of remote communication. If authorized by the Board, and subject to any guidelines and procedures adopted by the Board, shareholders not physically present at a meeting of shareholders and holders of proxies representing shareholders not physically present at that meeting may, by means of remote communication, participate in, and be deemed present and vote at, a meeting of shareholders, whether held at a designated place or solely by means of remote communication. For a meeting held by remote communication, the corporation shall (a) implement reasonable measures to verify that each person deemed present and permitted to vote a the meeting by means of remote communication is a shareholder or proxy holder, (b) implement reasonable measures to provide those shareholders or proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrently with the proceedings, and (c) maintain a record of any shareholder or proxy holder votes or other actions at the meeting by means of remote communication.

Section 6. Record Dates.

For the purpose of determining the shareholders entitled to vote at any meeting of shareholders, to request a special meeting of shareholders, to receive notice of any meeting of shareholders, to receive payment of any dividend or distribution by the corporation, or to take any other corporate action required or permitted by law, these Bylaws, or the Articles, the Board may establish by resolution a record date. The Board is not permitted, however, to establish a record date that precedes the date of the adoption of the resolution establishing the record date. The record date must not be less than ten nor more than 70 days before the action or meeting requiring a determination of shareholders. A determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders is effective for any adjournment of the meeting, unless the Board establishes a new

Bylaws of Evolution Development Group, Inc. Page 4

1A-2B-5 record date. The Board shall establish a new record date for an adjourned meeting of shareholders if the meeting is adjourned to a date that is more than 120 days after the date established for the original meeting of shareholders.

If the Board does not establish a record date in advance, the record date will be as follows:

(a) The record date for determining shareholders entitled to a share dividend will be the date when the shareholders or the Board authorize the share dividend;

(b) The record date for determining shareholders entitled to vote at a regular meeting of shareholders will be the close of business on the day immediately preceding the date of the regular meeting;

(c) The record date for determining shareholders entitled to a distribution (other than a share dividend or a purchase, redemption, or other acquisition of the corporation’s shares) will be the date when the Board authorizes the distribution;

(d) The record date for determining shareholders entitled to notice of, and to vote at, an annual or special meeting of shareholders will be the close of business on the day before notice of the meeting is delivered to a shareholder;

(e) The record date for determining shareholders entitled to request a special meeting of shareholders will be the date when the first shareholder delivers to the Secretary a written demand for a special meeting in accordance with Section 2 of this Article III;

(f) If advance action by the Board is not required by law, the record date for determining shareholders entitled to take corporate action without a meeting will be the date when the first signed written consent of a shareholder is delivered to the Secretary pursuant to Section 12 of this Article; and

(g) If advance action by the Board is required by law, the record date for determining shareholders entitled to take corporate action without a meeting will be the close of business on the date when the Board adopts the resolution authorizing the action required by law.

The Board need not set a record date for a repurchase, redemption, or reacquisition of the corporation’s shares, if the repurchase, redemption, or reacquisition is to be made from one or more shareholders by private agreement. The Board may establish by resolution, however, a record date for a pro rata repurchase, redemption, or reacquisition of the corporation’s shares from all shareholders.

Section 7. Shareholder Voting List.

After a record date for a meeting of shareholders is established, the Secretary shall prepare an alphabetical list of the names of all the shareholders who are entitled to notice of that meeting that also shows each shareholder’s address and the number and shares held by each shareholder. The Secretary shall arrange the alphabetical list of shareholders by voting group (if different voting groups exist) and, within each voting group, by class or series of shares. The Secretary shall keep the list of shareholders at either (a) the corporation’s principal office, (b) the office of the corporation’s registrar or transfer agent, or (c) a place identified in the notice of the meeting of shareholders that is in the same city where the meeting of shareholders will be held. The Secretary shall make the list of shareholders available for inspection by any shareholder during the ten-day period preceding the meeting of shareholders or, if shorter, the period beginning on the record date for the meeting and ending on the date of the meeting. During that time period and subject to the requirements of law, a shareholder or a duly authorized agent or attorney of a shareholder, after delivering to the Secretary an advance written demand to do so, may inspect the list of shareholders during the regular business hours of the corporation at the sole expense of the shareholder. Additionally, the Secretary shall make the list of shareholders available

Bylaws of Evolution Development Group, Inc. Page 5

1A-2B-6 at the meeting of shareholders, and any shareholder or a duly appointed proxy of a shareholder may inspect the list of shareholders at any time during the meeting or any adjournment of the meeting. The list of shareholders prepared by the Secretary constitutes prima facie evidence of the identity of the shareholders entitled to examine the list of shareholders or to vote at a meeting of shareholders.

Section 8. Shareholder Quorum and Voting.

Unless otherwise required by law, these Bylaws, or the Articles, a majority of the outstanding shares entitled to vote at a meeting, whether represented in person or by proxy, constitutes a quorum, but in no event will a quorum consist of fewer than one-third of the shares entitled to vote at a meeting of shareholders. Whether or not a quorum is present, (a) the chair of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to adjourn any shareholder meeting to another place (if any), date, or time, subject to any rules and regulations adopted by the Board pursuant to Section 13 of this Article.

Unless otherwise required by law or provided in the Articles, a majority of the shares of a voting group entitled to vote on any matter, whether represented in person or by proxy, constitutes a quorum for action by that voting group. When a class or series of stock within a voting group is required to vote on a specified item of business, a majority of the shares of that class or series, whether represented in person or by proxy, constitutes a quorum for action by that class or series of stock. The holders of shares entitled to vote on any matter at a meeting of shareholders may take action on the matter at the meeting only if a quorum of those shares exists with respect to that matter. After the establishment of a quorum at a meeting of shareholders, a subsequent withdrawal of shareholders that reduces the number of shares entitled to vote at the meeting below the number required for a quorum will not affect the validity of any action taken at the meeting or any adjournment of that meeting, unless a new record date is or must be set for the adjourned meeting.

If a single voting group is entitled to vote on a matter (other than the election of directors) and a quorum exists, action on the matter (which need not be by ballot) will be approved if the votes cast in favor of the action by the holders of the shares of the single voting group represented at the meeting (in person or by proxy) and entitled to vote on the matter exceed the votes cast in opposition to the action, unless a greater number of affirmative votes is required by law or the Articles. If two or more voting groups are entitled by law or the Articles to vote on a matter (other than the election of directors), action on the matter must be approved by each of the voting groups counted separately and will be approved by a voting group, if a quorum of the voting group exists and the votes cast in favor of the action by the holders of the shares of that voting group represented at the meeting (in person or by proxy) and entitled to vote on the matter exceed the votes cast by those holders in opposition to the action, unless a greater number of affirmative votes is required by law or the Articles. One voting group may take action on a matter even though no action is taken on the matter by another voting group who is entitled to vote on the matter. If voting classes exist within a voting group, action on the matter by a class or series of stock within a voting group will be approved if the votes cast in favor of the action by the holders of the shares of that class or series of stock represented at the meeting (in person or by proxy) and entitled to vote on the matter exceed the votes cast by those holders in opposition to the action, unless a greater number of affirmative votes is required by law or the Articles.

Unless provided otherwise in the Articles, a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present is necessary to elect a director of the corporation. Each shareholder who is entitled to vote in an election of directors has the right to vote the number of shares owned by the shareholder for each director to be elected or, if separate directors are elected by the holders of different classes of shares, for each director to be elected by the shareholder’s class of shares. Shareholders do not have a right to cumulate their votes for directors, unless provided otherwise in the Articles.

Section 9. Voting of Shares.

Holders of the corporation’s Class A Common Stock are entitled to one vote on each matter submitted to a vote at a meeting of shareholders; except as required by law, holders of the corporation’s Class B Common Stock have no voting rights. If the Articles provide for more or less than one vote for any share on any matter,

Bylaws of Evolution Development Group, Inc. Page 6

1A-2B-7 every reference in these Bylaws to a majority or other proportion of shares refers to a majority or other proportion of the votes (and not the underlying shares) entitled to be cast.

If a receiver, trustee in a bankruptcy case, or an assignee for the benefit of creditors controls shares, that person may vote those shares without transferring record ownership of the shares into its name.

The holder of redeemable shares cannot vote on any matter after a notice of redemption has been mailed to that shareholder and a sum sufficient to redeem those shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay to that shareholder the redemption price of the redeemable shares upon surrender of the shares.

A guardian, executor, conservator, administrator, or personal representative may vote in person or by proxy any shares without transferring record ownership of the shares into the name of the guardian, executor, conservator, administrator, or personal representative. A trustee may vote in person or by proxy any shares held of record by the trust, but a trustee shall not vote shares of the corporation without transferring record ownership of the shares into the name of the trustee or the name of the trustee’s nominee. A trustee or other fiduciary may direct the voting of shares registered in the name of a nominee without transferring the shares into the name of the trustee or other fiduciary.

The agent, officer, or proxy of another corporation that owns of record shares may vote those shares in accordance with the bylaws of that corporate shareholder or, in the absence of any applicable provision in the bylaws of that corporation, in accordance with any resolution or written directive issued by the board of directors of that corporate shareholder. If the board of directors of the corporate shareholder does not expressly authorize a person to vote the shares held by that corporation, or if the board of directors of that corporate shareholder provides conflicting resolutions or written directives regarding the voting of shares held by that corporation, the chair of the board, the president, any vice president, the secretary, or the treasurer of the corporate shareholder, in that order, may vote the shares that are held by that corporate shareholder. Shares that are owned directly or indirectly by another corporation are not entitled to vote, if the corporation owns directly or indirectly, a majority of the shares of that other corporation that are entitled to vote in the election of the directors of that other corporation. The preceding sentence does not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

If shares are owned of record in the names of two or more persons, whether as fiduciaries, joint tenants, tenants in common, tenants by the entirety, members of a partnership, or otherwise, or if two or more persons have the same fiduciary relationship with respect to the same shares, then, unless the Secretary receives notice to the contrary and is furnished with a copy of the order or instrument appointing them or creating the relationship, the following acts will have the effects indicated with respect to the voting of those shares of the corporation in person or by proxy:

(a) if only one person votes, the vote binds all;

(b) if more than one person votes, the vote of a majority of the persons voting binds all;

(c) if more than one person votes, but the vote is evenly split on any particular matter, each faction voting may vote the shares proportionally; and

(d) if an order or instrument filed with the Secretary shows that any tenancy is held in unequal interests, a majority or a vote evenly split for purposes of this subsection means a majority or a vote evenly split in accordance with the person’s respective interests in the shares.

The principles of this section apply to the execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

Notwithstanding anything to the contrary in these Bylaws, a shareholder shall not enter into a proxy, voting trust, voting agreement, or any other agreement that vests in another person the authority to exercise the voting power of any or all the shares owned by the shareholder, except as provided in Section 11 of this Article.

Bylaws of Evolution Development Group, Inc. Page 7

1A-2B-8 Any agreement prohibited by this section of the Bylaws will be invalid and ineffective as to the corporation and its other shareholders.

Section 10. Acceptance of Votes.

If the name signed on a vote, waiver, consent, or proxy appointment form corresponds to the name of a shareholder on the stock record books of the corporation, the corporation, acting in good faith, may accept the vote, waiver, consent, or proxy appointment form and give it effect as the act of the shareholder. The corporation is entitled to reject a vote, waiver, consent, or proxy appointment form, if the Secretary or other agent or officer of the corporation authorized to tabulate votes, acting in good faith, has any reasonable basis for doubting the validity of the signature on it or the signatory’s authority to sign for the shareholder. The corporation and its agent or officer who accepts or rejects a vote, waiver, consent, or proxy appointment form in good faith and in accordance with the standards of this section will not be liable for any damage to the shareholder resulting from the rejection or acceptance. Corporate action based on the rejection or acceptance of a vote, waiver, consent, or proxy appointment form under this Section is valid, unless a court of competent jurisdiction determines otherwise.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (a) the shareholder is an entity and the name signed purports to be that of an agent or officer of the entity; (b) the name signed purports to be that of an executor, guardian, administrator, personal representative, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (c) the name signed purports to be that of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (d) the name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (e) two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

Section 11. Proxies.

A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize one or more other persons to vote the shareholder’s shares by proxy by signing a proxy appointment form, or a duly authorized attorney-in-fact for a shareholder may authorize one or more persons to vote the shareholder’s shares by proxy by signing a proxy appointment form. A facsimile, photostatic, photographic, or equivalent reproduction of a proxy appointment form appearing to have been signed and transmitted by a shareholder or the shareholder’s duly appointed attorney-in-fact or an electronic proxy appointment form appearing to have been transmitted by a shareholder (regardless of whether it is signed) constitutes a sufficient proxy appointment form. The proxy appointment form may expressly authorize the proxy holder to appoint in writing a substitute proxy holder to act in the proxy holder’s place. A proxy appointment form that confers authority to vote shares that are registered in the names of multiple owners will be effective only if it is signed by each record owner. A proxy appointment is valid for eleven months from its effective date, unless it expressly provides for a longer period. Proxy voting at a shareholder meeting is permitted only if the shareholder is not present at the meeting and a valid proxy is delivered to the Secretary before the beginning of the meeting. A shareholder may revoke a proxy appointment at any time, unless the proxy appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest recognized by law. A proxy holder’s authority to act is not revoked by the death or incapacity of the shareholder who appointed the proxy, unless notice of the shareholder’s death or incapacity is received by the Secretary or other agent or officer of the corporation who is authorized to tabulate votes before the proxy holder exercises the authority.

Bylaws of Evolution Development Group, Inc. Page 8

1A-2B-9 If a proxy appointment confers authority on two or more persons with respect to the same shares and does not otherwise indicate how the shares should be voted, a majority of the proxy holders who are present at the meeting (or a single proxy holder if only one is present) may exercise all the powers conferred by the proxy appointment. Nevertheless, if the proxy holders present at the meeting are equally divided as to the manner of voting the shares on any action or matter, the shares subject to the proxy appointment will be prorated among the proxy holders present and voted separately by them.

Section 12. Shareholder Action Without a Meeting.

Unless otherwise provided in the Articles, the shareholders who are entitled to vote may take any action required or permitted by law, these Bylaws, or the Articles to be taken at an annual, regular, or special meeting of shareholders without a meeting, without advance notice, and without a vote, if a written consent to the action is signed and dated by the shareholders of each voting group who are entitled to vote on the matter and have at least the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares of each voting group entitled to vote on the matter were present and voted, and the executed written consent is delivered to the principal office of the corporation in Florida, the principal place of business of the corporation, or to the Secretary or any other agent or officer of the corporation having custody of the corporate record book in which proceedings of the meetings of shareholders are recorded. For the corporate action to be effective, one or more written consents signed and dated by the number of holders required to take the action must be delivered to the corporation (as provided above) within 60 days after the earliest dated written consent. The shareholders need not sign the same written consent, but may execute any number of counterparts. The delivery to the corporation within the 60-day period of a facsimile, photostatic, photographic, or equivalent reproduction of a written consent that appears to have been signed, dated, and transmitted by a shareholder or the shareholder’s duly authorized attorney-in-fact will be sufficient and effective.

A shareholder may revoke a written consent at any time before the corporation receives the requisite number of consents to authorize the proposed corporate action. A revocation will be effective, however, only if it is in writing and only when it has been received by the corporation at its principal office in Florida or its principal place of business or by the Secretary or any other officer or agent of the corporation having custody of the corporate record book in which proceedings of the meetings of shareholders are recorded.

Within ten days after obtaining the authorization of its shareholders to undertake any corporate action by written consent, the corporation shall notify those shareholders who did not consent in writing to the action, or who were not entitled to vote on the action taken by written consent, of the action that was taken by written consent. The notice must fairly summarize the material features of the authorized action and, if the corporate action creates appraisal rights as provided by law, the notice must state that the shareholders are or may be entitled to appraisal rights and must be accompanied by a copy of the statutory provisions regarding the appraisal rights of shareholders.

A written consent of shareholders that has been signed and delivered in accordance with this section has the effect of a vote at a meeting of shareholders and can be described that way in any document. Whenever action is taken by shareholders by written consent pursuant to this section, the Secretary shall file with the minutes of the proceedings of shareholders the written consent or consents of the shareholders or, if applicable, the written report of the inspectors appointed to tabulate the written consents of shareholders.

Section 13. Conduct of Meetings.

At every meeting of shareholders, the Chair, or, if a Chair has not been appointed (as provided in Section 3 or Article IV, or is absent, the President, or, if the President is absent, a chair of the meeting chosen by a majority in interest of the shareholders entitled to vote, present in person or by proxy, shall act as chair of the meeting. The Secretary, or, in the Secretary’s absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

The Board may adopt by resolution rules and regulations for the conduct of shareholder meetings as it deems necessary, convenient, or appropriate. Subject to the rules and regulations of the Board, if any, the chair of a meeting of shareholders has the right and authority to prescribe all rules, procedures, and

Bylaws of Evolution Development Group, Inc. Page 9

1A-2B-10 regulations and to do all acts as, in the judgment of the chair, are necessary, convenient, or appropriate for the proper conduct of the meeting, including establishing (a) an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present, (c) limitations on participation in the meeting to shareholders of record who are entitled to vote at the meeting and their duly authorized and constituted proxies and any other persons as the chair shall permit, (d) restrictions on entry to the meeting after the time fixed for the commencement of the meeting, (e) limitations on the time allotted to comments or questions by participants, and (f) regulation of the opening and closing of the polls for balloting on matters that are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the shareholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board or the chair of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

Section 14. Drag-Along Rights.

(a) Right to Sell Corporation. The holder or holders of at least a majority of the outstanding Class A Common Stock and at least a majority of the outstanding Class B Common Stock (together, the “Drag-Along Seller”) have the right to seek and approve a Drag-Along Sale of the corporation. If at any time, the Drag-Along Seller receives a bona fide offer from an Independent Purchaser for a Drag-Along Sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in this Section 14; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market.

Every shareholder shall promptly deliver to the Board a written notice of any offer or indication of interest for a Drag-Along Sale that it receives from a third party, whether the offer or indication of interest is formal or informal, binding or non-binding, or submitted orally or in writing, and a copy of the offer or indication of interest, if it is in writing. The foregoing written notice must state the name and address of the prospective acquiring party and, if the offer or indication of interest is not in writing, describe the principal terms and conditions of the proposed Drag-Along Sale.

Notwithstanding any provision of these Bylaws to the contrary, the provisions of Article VIII (Stock Transfer Restrictions) do not apply to any transfers made pursuant to this Section 14.

(b) Sale Notice. If the Drag-Along Seller approves a Drag-Along Sale (an “Approved Sale”), the Drag-Along Seller shall deliver a written notice (a “Drag-Along Notice”) to the corporation and each shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Approved Sale and, in any event, no later than 20 days before the closing date of the Approved Sale. The Drag-Along Notice must include a copy of this Section 14 and shall describe in reasonable detail:

(i) the name of the Independent Purchaser to whom the shares or assets are proposed to be sold;

(ii) the proposed date, time, and location of the closing of the Approved Sale;

(iii) the per share purchase price and the other material terms and conditions of the Approved Sale, including a description of any non-cash consideration in sufficient detail to permit the valuation of that consideration; and

(iv) a copy of any form of agreement executed or proposed to be executed in connection the Approved Sale.

(c) Drag-Along Sale Obligations. From and after the effective date of a Drag-Along Notice, the corporation, the Board, and every shareholder shall do the following:

Bylaws of Evolution Development Group, Inc. Page 10

1A-2B-11 (i) Cooperate in good faith to authorize and consummate the Approved Sale;

(ii) Take all reasonably necessary actions that are requested by the Board or the Drag-Along Seller in connection with the consummation of the Approved Sale;

(iii) If the Approved Sale requires the vote or approval of shareholders or any class of shareholders, each shareholder who is entitled to approve or vote on the Approved Sale shall approve, vote in favor of, give its consent to, raise no objection against, and refrain from exercising any appraisal or dissenters’ rights with respect to, the Approved Sale;

(iv) Execute and deliver (or cause to be executed and delivered) any acquisition agreement and other transaction documentation requested by the Board or the Drag-Along Seller to consummate the Approved Sale, so long as the acquisition agreement and other transaction documentation are on the same economic terms and conditions with respect to all the holders of common stock of the corporation and comply with any applicable terms of any preferred stock that is outstanding, with respect to the preferred stock;

(v) If the Approved Sale will constitute a sale of shares, each shareholder shall (A) agree to sell all its shares (and any other securities of the corporation) that are to be sold, exchanged, or otherwise transferred in the Approved Sale at the price and on the same economic terms and conditions as those shares (and any other securities of the corporation) will be sold by the Drag-Along Seller or, if the Drag-Along Seller does not own any shares of a particular class, on the terms and conditions approved by the Drag- Along Seller (so long as those terms and conditions comply with the terms of the class of stock), and (B) deliver to the purchaser at the closing of the Approved Sale any and every certificate (if any) representing any of the shares that will be sold, exchanged, or otherwise transferred in the Approved Sale, together with one or more duly completed and executed letters of transmittal, transfer powers, assignments, or other applicable instruments of transfer in form and substance identical to those executed and delivered by the Drag-Along Seller in connection with the closing of the Approved Sale; and

(vi) Take all reasonably necessary actions that are requested by the Board or the Drag-Along Seller to accomplish the distribution of the aggregate consideration received from the Approved Sale.

Additionally, each shareholder holding stock that is convertible into common stock shall convert that stock into shares of common stock immediately before the Approved Sale.

Without limiting the generality of the foregoing provisions of this Section 14(c), and for avoidance of doubt, each holder of outstanding Class A Common Stock shall join with the Drag-Along Seller on a joint or several basis in making all covenants, representations, and warranties of shareholders provided in the acquisition agreement for the Approved Sale and on a pro rata basis with respect to any escrow, earn-out, holdback, indemnification obligation, or purchase price adjustment provided in the acquisition agreement or other transaction documentation, provided that the holders of the Class A Common Stock agree in the acquisition agreement, other transaction documentation, or a separate agreement to indemnify each other to the extent any holder of Class A Common Stock is held responsible for more than its pro rata share of any indemnity claim with respect to the Approved Sale. Each Class A Common Stock holder’s pro rata share of any escrow, earn-out, holdback, indemnification obligation, or purchase price adjustment provided in the acquisition agreement or other transaction documentation for the Approved Sale will based on the amount by which the shareholder’s share of the aggregate proceeds paid with respect to its shares would have been increased or reduced (as applicable), if the aggregate proceeds available for distribution to the shareholders from the Approved Sale had been increased or reduced (as applicable) by the total amount of the escrow, earn-out, holdback, indemnification obligation, or purchase price adjustment.

Bylaws of Evolution Development Group, Inc. Page 11

1A-2B-12

(d) Waiver and Limitation of Rights. Nothing in this Section 14 should be construed to grant to any shareholder any appraisal or dissenters’ rights with respect to an Approved Sale or give any shareholder a right to vote in any transaction for which the shareholder does not otherwise have any voting rights. To the extent lawful, every shareholder waives any and all rights under Section 607.1302 of the Florida Business Corporation Act, Chapter 607, Florida Statutes, and any other appraisal rights, dissenters’ rights, or similar rights arising in connection with an Approved Sale and grant to the Drag-Along Seller the sole right to approve or consent to a Drag-Along Sale, without the approval or consent of any other shareholders.

(e) Approved Sale Consideration. The consideration to be received by a shareholder who owns any Class B Common Stock shall be the same form and amount of consideration per share of Class B Common Stock to be received by the Drag-Along Seller for its Class B Common Stock (or, if the Drag-Along Seller is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag-Along Seller sells its Class B Common Stock.

With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the corporation, each shareholder of the corporation shall receive its share of the sale proceeds in accordance with the provisions of the Articles, these Bylaws, and applicable law. If the Approved Sale is structured as a sale of shares, each shareholder will receive the consideration for its shares that is set forth in the acquisition agreement for the Approved Sale. Nothing in this Agreement prohibits a shareholder, or any member, partner, employee, or shareholder of a shareholder, from receiving either (i) additional ordinary and customary consideration for entering into restrictive covenants or bona fide employment agreements or similar arrangements in favor of the acquired party or any of its affiliates, or (ii) the right to make a debt or equity investment in the acquired party or any of its affiliates (whether directly or through retention or contribution of a portion of the shareholder’s shares).

(f) Delivery of Certificates. Each shareholder who holds uncertificated shares of the corporation authorizes the Secretary of the corporation to transfer its shares on the books of the corporation in connection with an Approved Sale and shall execute all documentation required by the corporation with respect to that transfer. If a shareholder fails to deliver to the acquiring party at the closing of an Approved Sale a certificate for shares that are represented by a certificate and the related instruments of transfer, as required by this Section 14, or, in lieu of any certificate that has been lost, stolen, or destroyed, an affidavit (and indemnification agreement) in form and substance acceptable to the Board that attests to the loss, theft, or destruction of the certificate, the shareholder: (i) will not be entitled to receive its share of the consideration from the Approved Sale with respect each share that is represented by the lost, stolen, or destroyed certificate, until the shareholder cures the failure (provided that no interest will be payable on the withheld consideration pending the shareholder’s cure of the failure, and the withheld consideration will be subject to reduction to reimburse the corporation for any costs and expenses reasonably incurred by the corporation in connection with the failure and subsequent cure), (ii) will cease to be a shareholder of the corporation or to have any voting rights (if it had any voting rights) as a shareholder after the closing of the Approved Sale, (iii) will not be entitled to any distributions declared or made after the Approved Sale with respect to shares held by the shareholder, until the shareholder cures the failure, (iv) will have no other rights or privileges granted to shareholders under these Bylaws, and (v) in the event of liquidation of the corporation, the shareholder’s rights with respect to the withheld consideration will be subordinate to the rights of any other shareholder.

(g) Plan Assets. Any shareholder whose assets constitute assets of one or more employee benefit plans (an “ERISA Shareholder”) and are subject to Part 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), shall not be obligated to sell to any person to whom the sale of shares would constitute a non-exempt “prohibited transaction” within the meaning of ERISA or the Internal Revenue Code of 1986, as amended from time to time; provided, however, that if so requested by the Drag-Along Seller: (i) the ERISA Shareholder has taken commercially reasonable efforts to (x) structure the sale of shares so as not to constitute a non-exempt “prohibited transaction” or (y) obtain a ruling from the Department of Labor to the effect that the sale (as originally proposed or as restructured pursuant to clause (i)(x)) does not constitute a non-exempt “prohibited transaction,” and (ii) the ERISA Shareholder shall

Bylaws of Evolution Development Group, Inc. Page 12

1A-2B-13 have delivered an opinion of counsel (which opinion and counsel are reasonably satisfactory to the Drag- Along Seller) to the effect that the sale (as originally proposed or as restructured pursuant to clause (i)(x)) would constitute a non-exempt “prohibited transaction.”

(h) Expenses. The fees and expenses of the Drag-Along Seller incurred in connection with a Drag-Along Sale and for the benefit of all shareholders (it being understood that costs incurred by or on behalf of a Drag-Along Seller for its sole benefit will not be considered to be for the benefit of all shareholders), to the extent not paid or reimbursed by the corporation or the Independent Purchaser, shall be shared by all the shareholders on a pro rata basis, based on the consideration received by each shareholder; provided, that no shareholder shall be obligated to make any out-of-pocket expenditure before the consummation of the Drag-Along Sale.

(i) Defined Terms. For purposes of this Section 14, the following terms are defined as follows:

(i) “Affiliate” means, with respect to any person, (A) any person directly or indirectly controlling, controlled by, or under common control with the person, (B) any person directly or indirectly owning or controlling 10% or more of any class of outstanding voting securities of the person, or (C) any officer, director, general partner, or trustee of any person described in clause (A) or (B); “control,” including the terms “controlled by” and “under common control with,” means the power to direct the affairs of a person by reason of ownership of voting securities, by contract, or otherwise.

(ii) “Drag-Along Sale” means any transaction or series of related transactions pursuant to which an Independent Purchaser will acquire, whether by merger, liquidation, consolidation, reorganization, combination, recapitalization, or a sale, exchange, or other transfer, (A) all or substantially all of the assets of the corporation determined on a consolidated basis, or (B) both a majority of the Class A Common Stock and a majority of the Class B Common Stock (or any securities issued in respect of, or in exchange or substitution for, any of those shares in connection with any stock split, dividend, or combination, or any reclassification, recapitalization, merger, consolidation, exchange, or similar reorganization).

(iii) “Independent Purchaser” means a person who is not a holder of Class A Common Stock or an Affiliate of a holder of Class A Common Stock.

(iv) “Initial Public Offering” means any offering of the corporation’s common stock pursuant to a registration statement filed in accordance with the Securities Act of 1933, as amended.

ARTICLE IV. DIRECTORS

Section 1. Function.

Subject to any limitations set forth in these Bylaws or the Articles, the affairs and business of the corporation will be managed under the authority and direction of, and all its corporate powers will be exercised by, the Board.

Section 2. Number and Qualification.

Unless otherwise provide in the Articles, the corporation initially shall have two directors. The Board may increase or decrease the number of directors from time to time by adopting an amendment to these Bylaws. A decrease in the number of directors, however, will not have the effect of shortening the term of an incumbent director (unless the shareholders remove the director). The corporation must always have at least one director. Each director must be a natural person who is age 18 or older, but need not be a resident of the State of Florida or a shareholder.

Bylaws of Evolution Development Group, Inc. Page 13

1A-2B-14 Section 3. Election; Term; Chair.

Each person named in the Articles as a member of the initial Board will hold office until the earlier of any organizational meeting of the corporation at which additional directors are elected or the first annual meeting of shareholders. At each annual meeting of shareholders, the shareholders entitled to vote at the meeting will elect directors to hold office until the next annual meeting. Each director will hold office for the term for which the director is elected and until the director’s successor has been elected and qualified or, if sooner, the director’s death, resignation, or removal from office.

The Board may, in its discretion, choose a Chair of the Board from among its members, who shall preside at meetings of the Board and the shareholders. The Chair shall have the powers and shall perform all duties designated by the Board and will serve until his or her successor is chosen and qualified, but may be removed as the Chair of the Board (but not as a director) at any time by the affirmative vote of a majority of the Board.

Section 4. Vacancies.

Unless otherwise provided in the Articles and subject to the rights of the holders of Class A Common Stock, whenever a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directors, unless the Board determines by resolution that the vacancy shall be filled by the shareholders entitled to vote in the election of directors, the remaining directors then in office may elect a director to fill the vacancy by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board. Pending the directors’ election of a director to fill the vacancy, the remaining directors will constitute a quorum and the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board specified in Section 10 of this Article, will be sufficient to authorize any corporate action, unless the Articles provide otherwise.

Whenever the shareholders of any voting group are entitled by the Articles to elect a class of one or more directors, vacancies in that class of directors will be filled by the shareholders of that voting group or, until those shareholders act, by a majority of the directors who are then in office and were elected by that voting group or by a sole remaining director who was elected by that voting group, or (unless the Articles expressly provide otherwise) a majority of the directors remaining in office (regardless of who elected them) if no director elected by that voting group remains in office.

A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) can be filled before the vacancy occurs, but the new director cannot take office until the vacancy occurs. A director elected to fill a vacancy will hold office until the director’s successor is elected at the next election of directors by the shareholders and qualified or, if sooner, the director’s death, resignation, or removal from office.

Section 5. Removal of Directors.

The shareholders entitled to vote in the election of any director may vote to remove the director at any annual, regular, or special meeting of shareholders, provided the notice of the meeting of shareholders states that a purpose of the meeting is the removal of one or more directors. The shareholders entitled to vote may remove a director with or without cause, unless the Articles provide that a director can only be removed for cause. If a director is elected by a particular voting group or voting class of shareholders, only the shareholders of that voting group or voting class may vote to remove that director. If cumulative voting is authorized by the Articles, a director cannot be removed unless the number of votes cast for the removal of the director would be sufficient to elect the director under cumulative voting. If cumulative voting is not authorized in the Articles, a director will be removed only if the number of votes cast for the removal of the director exceeds the number of votes cast in opposition to the removal of the director.

Bylaws of Evolution Development Group, Inc. Page 14

1A-2B-15 Section 6. Annual, Regular, and Special Meetings.

An annual meeting of the Board will be held without notice, other than this Bylaw provision, concurrently or immediately after, and at the same place as, the annual meeting of shareholders. The Board may provide by resolution the date, time, and place for additional regular meetings of the Board that can be held without notice other than that resolution. The President or any one or more directors may call or direct the Secretary to call a special meeting of the Board on a date and at a time and place designated by the person calling the meeting.

Section 7. Organization.

At every meeting of the directors, the Chair, or, if a Chair has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President (if a director) or, in the absence of any such person, a chair of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in the Secretary’s absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

Section 8. Notice of Special Meetings.

The person or persons calling a special meeting of directors shall deliver to each director a written notice stating the date, time, and place of the meeting and, if required by law, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the person or persons calling a special meeting of the Board shall provide written notice of the special meeting to each director not fewer than two days before the date set for the meeting. Pursuant to the direction of the President or the directors calling a special meeting of directors, the Secretary shall deliver written notice of the special meeting (a) personally, (b) by fax, email, or other form of electronic communication, (c) by commercial courier, or (d) by first class, postage prepaid, United States mail (whether or not certified or registered, and regardless of whether a return receipt is received or requested). The Secretary may use a class of United States mail other than first class, if written notice of the special meeting of directors is mailed at least 30 days before the date set for the meeting. Written notice of a special meeting of directors will be effective on its receipt by the director, if delivered personally by the Secretary or by commercial courier, or when it is sent, if it is sent by fax, email, or other form of electronic communication, or on the fifth day after it is postmarked by the United States Postal Service, if it is delivered by United States mail, postage prepaid, and addressed to the director’s address appearing on the records of the corporation.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any adjourned meeting must be given in the manner provided above to the directors who were not present at the meeting when it was adjourned and to all the directors, if the time and place of the adjourned meeting were not announced at the time of the adjournment.

Section 9. Waivers of Notice and Presumption of Assent.

A director of the corporation may waive notice of any meeting of the Board that is required by law or under these Bylaws or the Articles, either on, before, or after the date of the meeting by signing and delivering to the Secretary a written waiver of the requisite notice. The Secretary shall file a written waiver of notice of a meeting of the Board with the minutes of the meeting for which the director waived notice. A director’s attendance at a meeting of the Board constitutes waiver by the director of notice of that meeting, any defect in the notice of that meeting, all objections to the time and place of the meeting, and the manner in which the meeting was called or convened, unless the director attends the meeting solely to object at the beginning of the meeting to the conduct of business at the meeting because it was not lawfully called or convened. Unless otherwise required by law, notice or waiver of any special meeting of the Board need not state any purpose of the meeting or the business to be conducted at the meeting.

A director of a corporation who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action taken unless (a) the director objects at the beginning of the meeting (or promptly upon arriving at the meeting) to holding the meeting or conducting any

Bylaws of Evolution Development Group, Inc. Page 15

1A-2B-16 specified business at the meeting, or (b) the director votes against, or abstains from voting on, the action taken. The secretary of the meeting shall record each abstention in the minutes of the meeting.

Section 10. Director Quorum and Voting.

Unless otherwise required by law or provided in these Bylaws or the Articles, a majority of the total number of directors prescribed by these Bylaws constitutes a quorum of the Board. If a quorum is present when a vote is taken on a matter at a meeting of the Board, the affirmative vote of a majority of the total number of directors present constitutes action of the Board on the matter, unless these Bylaws or the Articles require the vote of a greater number of directors. The Board cannot take any valid action on a matter unless a quorum is present when a vote is taken on the matter.

Section 11. Remote Participation in Meeting.

A director may participate in any meeting of the Board or committee of the Board by means of a conference telephone, online conference service, or similar means of communication by which all the directors participating in the meeting can hear each other at the same time. A director’s participation in a meeting of the Board or a committee of the Board by the foregoing means constitutes presence in person at the meeting.

Section 12. Executive and Other Committees.

Unless otherwise provided in these Bylaws or the Articles, the Board may appoint from among its members by a resolution adopted by a majority of the full Board an executive committee and one or more other committees, each of which will have and may exercise all the authority of the Board to the extent provided in these Bylaws, the Articles, or the resolution appointing the committee. Notwithstanding the foregoing, a committee of the Board does not have any authority to do any of the following:

(a) Adopt, amend, or repeal these Bylaws;

(b) Fill vacancies on the Board or any committee of the Board;

(d) Authorize or approve the reacquisition of shares, except pursuant to a general formula or method specified by the Board; or

(e) Authorize or approve the sale or issuance of shares, or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group, except that the Board may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically delineated by the Board.

Each committee appointed must have two or more members who serve at the pleasure of the Board. The Board may designate by resolution adopted by a majority of the full Board one or more directors as alternate members of any committee, and an alternate member of a committee may act in the place and instead of any absent member at any meeting of the committee.

Unless the Board otherwise provides, regular meetings of a committee appointed pursuant to this Section shall be held at times and places as are determined by the Board, or by the committee, and when notice of a committee meeting has been given to each member of the committee, no further notice of the regular meetings need be given thereafter. Special meetings of any committee may be held at any place that has been determined from time to time by the committee, and may be called by any director who is a member of the committee, upon notice to the members of the committee of the time and place of the special meeting given in the manner provided for the giving of notice to members of the Board of the time and place of special meetings of the Board. Notice of any special meeting of any committee may be waived in writing at any

Bylaws of Evolution Development Group, Inc. Page 16

1A-2B-17 time before or after the meeting and will be waived by any director by attendance at the meeting, except when the director attends the special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those committee members present at any meeting at which a quorum is present shall be the act of the committee.

The designation of a committee, the delegation of authority to a committee, or action by a committee pursuant to the authority delegated to it by the Board will not alone constitute compliance by a director who is not a member of the committee with that director’s responsibility to act in good faith, in a manner that director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

Section 13. Director Action Without a Meeting.

Any action required or permitted by law, these Bylaws, or the Articles to be taken at a meeting of the Board or a committee of the Board can be taken without a meeting, without advance notice, and without a vote, if all the directors or members of the committee sign and date a written consent authorizing the action. The directors need not sign the same written consent, but may execute it in any number of counterparts. A written consent of directors will be effective as of the date stated in the written consent or, if an effective date is not stated in the written consent, on the date when the last director signs the written consent. Whenever the directors take any action by unanimous written consent, the Secretary shall file the written consent or consents of the directors with the minutes of the proceedings of the Board or the committee of the Board. A unanimous written consent of directors has the same effect as a unanimous vote. A consent signed in accordance with this Section 13 has the effect of a meeting vote and may be described as a meeting vote in any document.

Section 14. Duties of Directors.

A director shall perform her or his duties as a director, including the director’s duties as a member of any committee of the Board, in good faith, in a manner that the director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances. In performing her or his duties, a director may rely on reports, opinions, statements, or information, including financial statements and other financial data, prepared or presented by the following:

(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters that the director reasonably believes to be within that person’s expert or professional competence; or

(c) A committee of the Board on which the director does not serve and that the director reasonably believes to merit confidence, as to matters within the authority delegated to the committee by the Board, these Bylaws, or the Articles.

A director will not be considered to be acting in good faith if the director has knowledge concerning a matter in question that would cause the reliance described above to be unwarranted.

In discharging her or his duties, a director may consider such factors as the director considers to be relevant, including the long-term prospects and interests of the corporation and its shareholders, and the legal, social, economic, or other effects of any action on the employees, suppliers, or customers of the corporation or its subsidiaries, the society and communities in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

Bylaws of Evolution Development Group, Inc. Page 17

1A-2B-18 A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this Section 14.

Section 15. Liability of Directors.

A director is not personally liable for monetary damages to the corporation or to any other person for any vote, decision, statement, or failure to act by the director regarding corporate policy or management, unless the director breached or failed to perform her or his duties as a director, and the director’s breach of, or failure to perform, those duties constitutes:

(a) A transaction from which the director directly or indirectly derived an improper personal benefit;

(b) A circumstance in which the director is liable for an unlawful distribution under the statutory corporate law of the State of Florida;

(c) A violation of criminal law, unless the director had reasonable cause to believe her or his conduct was lawful or had no reasonable cause to believe her or his conduct was unlawful;

(d) In a proceeding by, or in the right of, the corporation to procure a judgment in its favor by, or in the right of, a shareholder, willful misconduct or conscious disregard for the best interest of the corporation; or

(e) In a proceeding by, or in the right of, someone other than the corporation or a shareholder, recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

For the purposes of clause (e) above, the term “recklessness” means an action, or omission to act, in conscious disregard of a risk that is:

(i) known to the director, or so obvious that it should have been known to the director; and

(ii) known to the director, or so obvious that it should have been known to the director, to be so great as to make it highly probable that harm would follow from the action or omission to act.

A director will not be deemed to have derived an improper personal benefit from any transaction if the transaction and the nature of any personal benefit derived by the director are not prohibited by state or federal law or regulation and, without further limitation:

(A) The transaction was fair and reasonable to the corporation at the time it was authorized by the Board, the shareholders, or a committee of the Board, notwithstanding that a director received a personal benefit;

(B) The transaction and the nature of any personal benefits derived by a director were disclosed or known to the shareholders entitled to vote on the transaction, and the transaction was authorized, approved, or ratified by the affirmative vote or written consent of shareholders who hold a majority of the shares, the voting of which is not controlled by directors who derived a personal benefit from or otherwise had a personal interest in the transaction; or

(C) In an action other than a derivative suit regarding a decision by the director to reject, approve, or otherwise affect the outcome of an offer to purchase the stock of the

Bylaws of Evolution Development Group, Inc. Page 18

1A-2B-19 corporation, or to effect a merger of the corporation, the transaction and the nature of any personal benefits derived by a director are disclosed or known to all directors voting on the matter, and the transaction was authorized, approved, or ratified by at least two directors who comprise a majority of the disinterested directors (whether or not those disinterested directors constitute a quorum).

The circumstances set forth above are not exclusive and do not preclude the existence of other circumstances under which a director will not be considered to have derived an improper benefit. Common or interested directors can be counted in determining the presence of a quorum at a meeting of the Board at which it approves, authorizes, or ratifies a transaction described above.

Section 16. Director Conflicts of Interest.

A contract or other transaction between the corporation and directors or any other firm, corporation, association, partnership, limited liability company, or other entity in which a director is a director, officer, or financially interested, will not be void or voidable because of that interest or relationship, because the director is present at the meeting of the Board or a committee of the Board that ratifies, approves, or authorizes the contract or transaction, or because the director’s vote is counted for that purpose, if:

(a) The existence of the interest or relationship is disclosed or known to the shareholders entitled to vote and they ratify, approve, or authorize the contract or transaction by vote or written consent;

(b) The existence of the interest or relationship is disclosed or known to the Board or the committee of the Board that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested directors; and,

(c) Regardless of whether the existence of the interest or relationship was disclosed or known to the Board, the shareholders, or a committee of the Board when the contract or transaction was ratified, approved, or authorized by them, the contract or transaction is fair and reasonable as to the corporation at the time when it was authorized by the Board, a committee of the Board, or the shareholders.

Common or interested directors can be counted in determining the presence of a quorum at a meeting of the Board or a committee of the Board that ratifies, authorizes, or approves the contract or transaction.

For purposes of clause (a) above, a contract or transaction will be ratified, approved, or authorized if it receives the vote of a majority of the shares entitled to be counted. Shares owned by, or voted under the control of, a director who has an interest or relationship in the transaction described above cannot be counted in a vote of shareholders to determine whether to ratify, approve, or authorize a conflict of interest contract or transaction. A majority of the shares that are entitled to vote on the matter constitutes a quorum for the purpose of taking action to ratify, approve, or authorize a contract or transaction in which a director has a conflict of interest as provided above, whether or not those shares are present at the meeting.

Section 17. Extensions of Credit to Officers, Directors, and Employees.

The corporation may lend money to, guarantee any obligation of, or otherwise provide financial assistance to any officer, director, or employee of the corporation or of a subsidiary of the corporation whenever in the judgment of the Board the loan, guaranty, or other financial assistance reasonably is expected to benefit the corporation. The corporation may provide the loan, guaranty, or other financial assistance with or without interest and with or without security in any manner as the Board may approve, including a pledge of shares. Any credit that the corporation advances to, or for the benefit of, an officer, director, or shareholder and that is not payable on demand must be evidenced by a promissory note of the borrower. The President of the corporation, in the name and on behalf of the corporation, may assign, endorse, pledge, transfer, and deliver to any lender, as security for borrowings by the corporation, any promissory note issued to it by an officer, director,

Bylaws of Evolution Development Group, Inc. Page 19

1A-2B-20 or shareholder. Nothing in this section denies, limits, or restricts the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 18. Compensation of Directors.

Unless otherwise provided in the Articles, the Board has authority to establish the compensation of the directors as directors of the corporation. Directors shall not receive any stated salary for their services, but the Board may, by resolution, authorize the corporation to pay to each director a fixed sum and expenses of attendance, if any, for attendance at any meeting of the Board or committee of the Board. A director shall not be precluded from serving the corporation in any other capacity and receiving compensation for services in that capacity. Members of special or standing committees of the Board may be paid compensation for serving on the committees and for attending committee meetings, and may be paid their expenses associated with their service on each committee.

ARTICLE V. OFFICERS

Section 1. Officers.

The officers of the corporation will consist of a President, a Secretary, and a Chief Financial Officer, and may include one or more Vice Presidents and one or more Assistant Secretaries. The Board will appoint the foregoing officers at the organizational meeting of the Board and, thereafter, at the first annual meeting of the Board following the annual meeting of shareholders. The Board may appoint at any time and from time to time other agents, officers, and assistant officers who will have the authority and perform the duties prescribed by the resolution of the Board appointing them. Each officer will hold office until the officer’s successor is appointed or until the officer’s death, resignation, or removal from office. One person may hold any two or more offices. The failure to elect a President, Secretary, or Chief Financial Officer will not affect the existence of the corporation.

Section 2. President.

The President shall preside at all meetings of the shareholders and at all meetings of the Board, unless a Chair has been appointed by the Board in accordance with Article III, Section 3, of these Bylaws, and is present at the meeting. The President is the principal executive officer of the corporation. Subject to the directions of the Board, the President has general and active management of the affairs and business of the corporation, shall perform other duties commonly incident to the office, and shall also perform all other duties and have all other powers as the Board shall designate from time to time.

Section 3. Vice Presidents

Each Vice President has the powers and shall perform the duties that the Board or the President prescribes. Unless the Board provides otherwise, if the President is absent or unable to act, the Vice President who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise all the powers of the President.

Section 4. Secretary.

The Secretary shall do the following: (a) keep the minutes of the proceedings of the Board and the shareholders in one or more record books maintained for that purpose; (b) ensure that all notices are duly given as required by law or these Bylaws; (c) maintain custody of the corporate seal and records, attest the signatures of officers who execute documents on behalf of the corporation, and affix the corporate seal to all documents that are executed on behalf of the corporation under its seal; (d) keep a register of each shareholder’s mailing address that the shareholder furnishes to the Secretary; (e) have general charge of the stock transfer books of the corporation; and (f) in general, perform all duties incident to the office of Secretary and any other duties as the Board or President prescribes from time to time.

Bylaws of Evolution Development Group, Inc. Page 20

1A-2B-21 Section 5. Chief Financial Officer.

The Chief Financial Officer shall do the following: (a) have charge and custody of, and be responsible for, all funds and securities of the corporation; (b) receive and give receipts for all monies due and payable to the corporation and deposit all monies in the name of the corporation in the banks, trust companies, or other depositaries selected by the Board; and (c) in general perform all the duties incident to the office of Chief Financial Officer and any other duties as the Board or the President prescribes from time to time. If required by the Board, the Chief Financial Officer shall give a bond for the faithful discharge of her or his duties in the amount and with the surety as the Board specifies by resolution.

Section 6. Removal of Officers.

Subject to the terms of any written agreement between the person and the corporation, the Board may remove any officer who was appointed by it, with or without cause, whenever in its judgment the removal would serve the best interests of the corporation. The removal of an officer will be without prejudice to any contract rights of the officer removed. The mere appointment of a person as an agent, officer, or employee of the corporation does not create any contract right. The Board may fill a vacancy in any office.

Section 7. Resignation of Officers.

An officer may resign at any time by delivering written notice to the Board. A resignation will be effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is effective at a later date, the Board may fill the pending vacancy before the effective date of the resignation so long as it provides that the successor does not take office until the effective date.

Section 8. Salaries.

The Board shall fix the salaries of the officers from time to time, and an officer is not prohibited from receiving a salary merely because the person is also a director of the corporation.

Section 9. Execution of Corporate Documents.

The Board may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate document or instrument, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and that execution or signature shall be binding upon the corporation. Absent any specific designation of authority, the President and any Vice President of the Company may sign bonds, deeds, and contracts for the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by the person or persons authorized by the Board. Unless authorized or ratified by the Board or within the agency power of an officer, no agent, officer, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

All shares and other securities of other corporations and entities owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board, or, in the absence of that authorization, by the President or any Vice President.

ARTICLE VI. INDEMNIFICATION

The corporation shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal (a “Proceeding”), other than an action by, or in the right of, the corporation, by reason of the fact that the person is or was an agent,

Bylaws of Evolution Development Group, Inc. Page 21

1A-2B-22 officer, employee, or director of the corporation, or is or was serving at the request of the corporation as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the Proceeding, including any appeal from the Proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or Proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful. The termination of any Proceeding by order, judgment, settlement, conviction, or pursuant to a plea of nolo contendere or its equivalent will not, in and of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or Proceeding, that the person had reasonable cause to believe that her or his conduct was unlawful. For purposes of this Article VI, “liability” includes all obligations to pay a penalty, judgment, settlement, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses (including fees and costs of attorneys, including those for appeal) actually and reasonably incurred with respect to a Proceeding.

The corporation shall indemnify any person who is or was a party to any Proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent, officer, employee, or director of the corporation, or is or was serving at the request of the corporation as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise, against expenses and amounts paid in settlement that do not exceed in the judgment of the Board the estimated expense of litigating the Proceeding to conclusion that are actually and reasonably incurred in connection with the defense or settlement of the Proceeding, including any appeal from the Proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the corporation. However, a person shall not be indemnified in respect of any claim, issue, or matter as to which person has been adjudged to be liable, unless, and only to the extent that the court in which the Proceeding was brought, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court considers to be proper.

The corporation promptly shall pay and reimburse in advance of a final disposition or adjudication of the Proceeding a director or officer for all costs and expenses (including reasonable fees and costs of attorneys) that are incurred or to be incurred by the director or officer in defending any Proceeding (other than an action by, or in the right of, the corporation, as to which the corporation may provide payment and reimbursement with the approval of the holders of at least a majority of all the outstanding shares of Class A Common Stock) to which the officer or director is a party by reason of the fact that the person is or was an agent, officer, employee, or director of the corporation, or is or was serving at the request of the corporation as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise. However, as a condition precedent to the advancement of defense costs and expense, the person must deliver to the corporation a written undertaking to repay to the corporation any amount so advanced, if and to the extent that the person ultimately is not entitled to indemnification from the corporation.

The foregoing right of indemnification and advancement of defense costs is not exclusive of other rights to which the person or the person’s heirs or personal representative might be entitled. The Board by resolution may direct or authorize the corporation to purchase insurance for the purpose of indemnifying the foregoing persons or reimbursing the corporation for indemnification payments made to them. The insurance can be for the benefit of all agents, directors, officers, or employees.

Any repeal, amendment, or modification of this Article VI shall not adversely affect any right or protection under this Article of any person in respect of any act or omission occurring before the time of the repeal or modification and shall continue to be provided to an eligible person after he or she has ceases to be an agent, officer, director, or employee of the corporation.

Bylaws of Evolution Development Group, Inc. Page 22

1A-2B-23

ARTICLE VII. STOCK CERTIFICATES

Section 1. Shares Without Certificates.

Unless the Articles or these Bylaws provide otherwise, the Board may authorize the issuance of some or all the shares or any or all of its classes or series without certificates. The foregoing authorization does not affect shares already represented by certificates until they are surrendered to the corporation. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder who owns the uncertificated shares a written statement of the information required on certificates by Section 3(b) of this Article VII. The Secretary or the Secretary’s designee shall keep a record of the respective names of the persons owning the shares, the number of shares held by each shareholder, and the respective dates of issuance, and in case of cancellation, the respective dates of cancellation.

Section 2. Issuance.

At the election of the Board, the corporation may issue to a shareholder a share certificate issued in the name of the shareholder to represent all shares owned of record by the shareholder. If it issues certificates for shares, the corporation shall issue a share certificate for a share when the corporation has received the consideration for which the Board authorized the issuance of the share. Consideration in the form of a promise to pay money or perform services will be considered to be received by the corporation when the promise is made, unless the Board provides otherwise in its authorization of the issuance of shares in consideration for the promise.

Section 3. Form.

(a) Certificates, if any, representing shares in the corporation must be signed by the officers designated by the Board and may be sealed with either the seal of the corporation or a facsimile of the corporate seal. The signatures of the foregoing officers can be facsimiles. If an officer who signed (either manually or in facsimile) a share certificate ceases to hold that office when the share certificate is issued, the share certificate can still be issued and will be valid and as effective as if that person were an officer of the corporation at the date of issuance.

(b) Every share certificate, if any, representing shares issued by the corporation must state on its face the following: (i) the name of the corporation; (ii) that the corporation is organized under the laws of the State of Florida; (iii) the name of the person or persons to whom the shares are issued; (iv) the number and class of shares; and (v) the designation of the series (if any) of shares, that the share certificate represents. Every share certificate representing shares that are restricted as to transfer or registration of transfer must note conspicuously on the front or back of the certificate the existence of the restriction.

If the corporation is authorized to issue different classes of shares or different series of shares within a class of shares, every share certificate representing shares issued by the corporation also must either summarize on the front or back of the certificate, or state conspicuously on the front or back of the certificate that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued and the variations in the relative rights and preferences between the shares of each series, to the extent that they have been fixed and determined, and the authority of the Board to fix and determine variations in the relative rights and preferences of future series of shares.

Section 4. Transfer.

A transfer of shares will be valid with respect to the corporation only if the transfer has been registered on the corporation’s stock transfer books and the shareholder (a) named in the share certificate (if any), or her or his duly authorized attorney-in-fact so constituted in writing, has surrendered the share certificate to the corporation appropriately indorsed for transfer or (b) in the case of uncertificated shares, has complied with appropriate procedures of the corporation for transferring shares in uncertificated form.

Bylaws of Evolution Development Group, Inc. Page 23

1A-2B-24

The Board may establish any rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer, and registration of shares. The Board may appoint or authorize any officer or officers to appoint one or more transfer clerks, any of whom may be employees of the corporation, or one or more transfer agents and one or more registrars, and may require all certificates (if any) for shares to bear the signature or signatures of any of them; provided, however, that the signature of any transfer clerk, transfer agent, or registrar may be facsimile. In case any transfer clerk, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be a transfer clerk, transfer agent, or registrar before the certificate is issued, it may be issued by the corporation with the same effect as if he were the transfer clerk, transfer agent, or registrar at the date of issue.

Section 5. Lost, Stolen, or Destroyed Certificates.

The corporation may issue a new share certificate in the place of any share certificate previously issued, if the record owner of the shares registered on the corporation’s stock transfer books does the following: (a) delivers to the corporation proof in affidavit form that the share certificate has been lost, destroyed, or wrongfully taken; (b) requests the corporation to issue a new share certificate before the corporation has notice that the prior share certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) if requested by the corporation, provides a bond or other surety in the form and amount as the corporation directs to indemnify the corporation, its transfer agent, and its registrar against any claim that may be made because of the alleged loss, theft, or destruction of the prior share certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VIII. STOCK TRANSFER RESTRICTIONS

Section 1. In General.

Outstanding shares are not transferable except in strict accordance with the provisions of this Article. Any transfer of shares in contravention of the stock transfer restrictions contained in this Article will be invalid and ineffective, and the shares transferred in contravention of these stock transfer restrictions will remain subject to the rights and options of the corporation provided in Section 4 of this Article.

Except to the extent expressly provided below in Section 2 of this Article, the stock transfer restrictions contained in this Article apply to all shares owned by a shareholder at any time and to every transfer of shares, any interest in shares (including a security interest), any power to vote or to direct the voting of any shares, and any power to dispose of or to direct the disposition of any shares, whether voluntary, involuntary, or by operation of law, and whether by gift, sale, proxy (other than as permitted by Article III, Section 11, of these Bylaws), pledge, exchange, agreement, conveyance, assignment, attachment, foreclosure, encumbrance, voting trust, hypothecation, levy of execution, seizure by a receiver or trustee in bankruptcy, testamentary or intestate succession, or otherwise.

Section 2. Exempt Transfers.

Notwithstanding anything to the contrary in this Article, the following transfers are subject only to the provisions of Sections 1 and 3 of this Article and not to any of the other provisions of this Article:

(a) A transfer by a shareholder to the corporation or another shareholder;

(b) A transfer by a shareholder who is a natural person to create a joint tenancy by the entirety between the shareholder and the shareholder’s spouse;

(c) A transfer by a shareholder during his or her lifetime or upon the shareholder’s death to a member of the shareholder’s immediate family or to a limited partnership that is owned solely by the shareholder and members of the shareholder’s immediate family;

Bylaws of Evolution Development Group, Inc. Page 24

1A-2B-25

(d) A transfer by a shareholder of a security interest in any shares to secure a liability, obligation, or indebtedness, but not a transfer of shares pursuant to a foreclosure or other seizure or transfer of the security interest, unless the transferee is an exempt transferee under this Section 2; or

(c) A transfer by a shareholder who is a natural person to any inter vivos trust created by the shareholder for the benefit of the shareholder or members of the shareholder’s immediate family, if and for so long as the following conditions are satisfied: (i) the shareholder who is the grantor of the trust is and continues to be a trustee of the trust during her or his lifetime; and (ii) the trust expressly provides that (A) all rights and powers attendant to the shares that are held by the trust (including voting rights, but excluding any right of the grantor to serve as an officer or director of the corporation) can be exercised during the lifetime of the shareholder who is the grantor of the trust only by the grantor in the grantor’s sole, unfettered discretion, and (B) distributions of shares from the trust during the lifetime of the grantor of the trust are permitted to be made only to the grantor of the trust and members of the grantor’s immediate family.

For purposes of this Section 2, the “immediate family” of a shareholder means the spouse, lineal descendant, parent, or sibling of the shareholder. A transferee pursuant to any of the preceding exempt transfers is referred to in this Article as an “exempt transferee.”

Section 3. Transfer Conditions.

A shareholder shall not voluntarily transfer any shares to anyone without first delivering to the Secretary a notice of the intended transfer at least 30 days in advance of the transfer, if it is to a person who is not an exempt transferee, and at least 15 days in advance of the transfer, if it is to an exempt transferee. In addition, a shareholder shall not voluntarily transfer any shares to a person who is not an exempt transferee unless all the following conditions precedent are satisfied:

(a) the transfer must be pursuant to a bona fide written offer of purchase and sale from a third party who is not a shareholder or an affiliate of a shareholder (an “Independent Buyer”);

(b) after receiving the bona fide offer of purchase and sale, the selling shareholder must comply strictly with the provisions of this Article, including particularly Sections 3 and 4;

(c) the transferor or transferee must deliver to the corporation an opinion of legal counsel satisfactory to the Board that the proposed transfer will not require registration or qualification under the Securities Act of 1933 or any applicable state securities law; and

(d) before the transfer occurs, and if the corporation does not exercise its preemptive prior option pursuant to Section 4 of this Article to purchase the shares that are proposed to be transferred, the transferee must deliver to the corporation a written acknowledgement of the transferee (in form and content reasonably satisfactory to the Board) that the shares to be transferred will be subject to the stock transfer restrictions and other provisions of this Article.

Furthermore, a shareholder shall not voluntarily transfer any shares to an exempt transferee, unless the exempt transferee is an existing shareholder or delivers to the corporation, before the transfer occurs, a written acknowledgement (in form and content reasonably satisfactory to the Board) that the shares to be transferred will be subject to the stock transfer restrictions of this Article. Under no circumstances is a transfer of shares allowed if:

Bylaws of Evolution Development Group, Inc. Page 25

1A-2B-26

(i) the transfer would be to a person who is a minor or incapacitated; or

(ii) the transfer would create a joint tenancy or tenancy in common between two or more natural persons and the number of shares subject to the transfer, when divided by the number of co-owners, does not result in a whole number of shares; or

(iii) in the opinion of legal counsel for the corporation, the transfer would result in (A) the violation of any law or order, or (B) the violation of any agreement or commitment that is binding on the corporation.

Every notice of transfer that is given or required to be given pursuant to this Section 3 must be in writing and contain the following information: (1) the name of the shareholder who intends to make the transfer of shares; (2) a description of the purpose and nature of the intended transfer (gift, sale, creation of joint tenancy, etc.); (3) the name and address of each proposed transferee and whether each proposed transferee is an exempt transferee; and (4) the terms and conditions of the proposed transfer. In addition, unless the intended transfer is an involuntary transfer or a transfer to an exempt transferee, every notice of transfer must be accompanied by a copy of the transferee’s bona fide written offer of purchase that states the purchase price, the method and terms of payment, and the contemplated closing date for the transaction.

Section 4. Preemptive Purchase Option.

The corporation has a preemptive prior option to purchase all (but not less than all) the Transfer Shares. This option will be exercisable by the corporation for 60 days following the date when it receives a notice of transfer pertaining to the transfer, or, in the case of a transfer that occurs without a notice of transfer (such as a transfer pursuant to the death of shareholder, but excluding a transfer pursuant to a bankruptcy case). The preemptive purchase option of the corporation arises automatically (without receipt of any notice of transfer from a shareholder) when the corporation receives notice of any transfer by operation of law to a person who is not an exempt transferee. If a transfer occurs pursuant to a voluntary or involuntary bankruptcy case, however, the preemptive prior option of the corporation will be exercisable by the corporation for 60 days after the bankruptcy court enters a final order directing or authorizing the transfer of the shares.

The foregoing option period will be tolled if a shareholder who intends to transfer any shares to a person who is not an exempt transferee fails to deliver a notice of transfer on a timely basis to the corporation or if a purported notice of transfer does not satisfy the requirements of a notice of transfer that are set forth in Section 3 of this Article. If the corporation validly exercises an option to purchase shares in accordance with the procedure provided in Section 5 of this Article, the transferring shareholder (or the person to whom any shares were transferred) shall sell the Transfer Shares to the corporation in accordance with the terms and conditions of this Article. If the corporation does not exercise its option to purchase all the Transfer Shares, the transfer of the Transfer Shares to the person who is not an exempt transferee may occur, but (if it is a voluntary transfer) only in accordance with the terms and at the price disclosed in the notice of transfer delivered to the corporation pursuant to Section 3 of this Article. A shareholder’s right to effect a transfer of shares free of the restrictions imposed by this Article will terminate on the 60th day following the effective date of the waiver or expiration of the corporation’s purchase option without exercise. If the transfer of the Transfer Shares is not concluded within that 60-day period, or if the price and terms of a voluntary transfer are modified from those disclosed in the notice of transfer delivered to the corporation pursuant to Section 3 of this Article, the shareholder who seeks to transfer the Transfer Shares must comply again with the notice provisions of Section 3 of this Article and the transfer restrictions of this Section 4 before making the transfer. The corporation may assign its rights under this Section 4.

Section 5. Notice of Option Exercise.

To validly exercise the preemptive purchase option granted under Section 4 of this Article, the corporation must give notice of exercise of the option to the shareholder who owns the Transfer Shares (or to the person to whom a transfer has been made), advising of the election to purchase the Transfer Shares. The

Bylaws of Evolution Development Group, Inc. Page 26

1A-2B-27 exercise or waiver by the corporation of an option to purchase shares under Section 4 of this Article will be valid and effective only if authorized by the Board.

Section 6. Purchase Price.

The purchase price of any Transfer Shares to be purchased by the corporation or a shareholder pursuant to Section 4 of this Article will be as follows: (a) if the purchase arises from a proposed voluntary transfer to an Independent Buyer pursuant to a bona fide written offer of purchase, the purchase price per share will be the amount offered or paid by the Independent Buyer (as specified in the notice of transfer provided to the corporation and the other shareholders by the transferring shareholder); or (b) if the purchase price arises pursuant to an involuntary transfer, the purchase price will be the fair market value per share of the corporation as determined in good faith by the Board.

Section 7. Closing of Purchase.

Unless otherwise agreed by both the purchaser and the seller, the closing of any sale and purchase of shares pursuant to the exercise of a preemptive purchase option provided in Section 4 of this Article will occur at the principal office of the corporation at the time and on the date the corporation specifies in its notice of exercise of the option. However, the closing date must not be more than 60 days after the exercise date of any purchase option.

Section 8. Payment of Purchase Price.

Unless the corporation and seller of the Transfer Shares agree differently, the entire purchase price for any shares to be purchased by the corporation pursuant to this Article will be payable in cash on the closing date (unless the shareholder transferring the shares received a bona fide written offer for the Transfer Shares from an Independent Buyer and the purchase price otherwise payable by the Independent Buyer is payable over time, in which case the corporation may elect to pay the purchase price in cash in installments accordance with the timing of the payments offered by the Independent Buyer). If the shareholder transferring the shares received a bona fide written offer for the Transfer Shares from an Independent Buyer and if the purchase price otherwise payable by the Independent Buyer is payable in consideration other than cash, the purchase price payable by the corporation will be paid in cash in an amount equal to the fair market value of the consideration otherwise payable by the Independent Buyer, as determined in good faith by the Board.

Section 9. Delivery of Stock.

Upon the corporation’s payment in full of the entire purchase price for any shares purchased pursuant to this Article, the seller (a) shall indorse and deliver to the corporation the certificates (if any) representing those shares and (b) shall deliver the shares (whether certificated or uncertificated) to the corporation free and clear of every lien, charge, security interest, encumbrance, or adverse claim of any kind whatsoever, except for the transfer restrictions of this Article and any transfer restrictions imposed by state and federal securities laws.

Section 10. Notices

A notice required or permitted by this Article will be valid only if it is in writing (whether or not this Article specifically provides for it to be given in writing) and delivered (a) personally, (b) by commercial courier, (c) by fax, email, or other form of electronic communication, or (d) by first-class, postage-prepaid United States mail (whether or not certified or registered, and regardless of whether a return receipt is received or requested). A validly given notice will be effective when it is received, if delivered personally or by commercial courier, when it is sent, if it is sent by fax, email, or other form of electronic communication, or on the fifth day after it is postmarked by the United States Postal Service, if it is delivered by United States mail, postage prepaid, and addressed to a shareholder at the latest address listed with the Secretary of the corporation (except that notice mailed to the duly appointed and qualified personal representative or guardian of a deceased or incompetent shareholder or, if a personal representative has not been appointed for a deceased shareholder, to the deceased shareholder’s surviving heir or heirs, at the option of the party giving the notice, will constitute valid notice for purposes of this Article).

Bylaws of Evolution Development Group, Inc. Page 27

1A-2B-28

Section 11. Restrictive Legends.

Each share certificate (if any) issued by the corporation shall contain statements to the following effect:

The shares of the corporation represented by this certificate are subject to the restrictions in the Bylaws of the corporation and cannot be sold, pledged, assigned, or otherwise transferred, except as provided in the corporation’s Bylaws. The corporation will furnish to any shareholder of the corporation, on request and without charge, a full statement of the restrictions.

And, where appropriate:

In addition, the shares evidenced by this certificate have not been registered under either the Securities Act of 1933 or any state securities law. Accordingly, these shares cannot be offered for sale or sold, assigned, or otherwise transferred in any manner absent either registration under the Securities Act of 1933 and every applicable state securities law or the corporation’s receipt of a satisfactory opinion of counsel that registration is not required under those laws.

Section 12. Conflict with Shareholder Agreement.

If a buy-sell or similar agreement exists between the corporation and one or more of its shareholders, or between two or more of its shareholders, that either grants the corporation or a shareholder an option or right of first refusal to purchase shares that are sought to be transferred or otherwise restricts the transfer of shares, both that agreement and this Article will apply to any transaction subject to their provisions, to the extent that the agreement does not conflict with this Article. If a conflict exists between this Article and the agreement, this Article controls the conflict, and the agreement is ineffective as to the rights of the corporation.

Section 13. Termination.

The provisions of this Article VIII shall terminate as to the Class B Common Stock on the earlier of (a) the date that any restricted securities of the corporation issued under a Regulation D exemption (“Restricted Securities”) are listed on any national exchange, alternate trading system, or other marketplace providing liquidity for the Restricted Securities, subject to the Board’s declaration of waiver of those rights before that date; (b) the closing date of any Regulation A offering of the Class B Common Stock; or (c) upon the date that any securities of the corporation, other than the Class A Common Stock, are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, or upon the date that any securities of the corporation, other than Restricted Securities, are first offered to the public pursuant to a Regulation A exemption from registration.

ARTICLE IX. BOOKS, RECORDS, AND CORPORATE SEAL

Section 1. Record of Shareholders and Corporate Actions.

The Secretary shall maintain a record of the shareholders in a form that permits the preparation of an alphabetical list of the names and addresses of all shareholders by class of shares and shows the number and series of shares held by each shareholder. The Secretary also shall keep a permanent record of all (a) minutes of all meetings of the Board and the shareholders, (b) actions taken by the Board or shareholders by written consent without a meeting, and (c) actions taken by a committee of the Board on behalf of the corporation.

Section 2. Other Corporate Records.

The Secretary shall keep a copy of the following records:

Bylaws of Evolution Development Group, Inc. Page 28

1A-2B-29 (a) These Bylaws or any restated bylaws and all amendments to them that are currently in effect;

(b) A copy of its most recent Uniform Business Report delivered to the Florida Department of State;

(d) The Articles or any restated articles of incorporation of the corporation and all amendments to them that are currently in effect;

(e) The minutes of all meetings of shareholders and the records of all action taken by shareholders without a meeting for the preceding three calendar years;

(f) Any resolutions adopted by the Board creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; and

(g) All written communications to all shareholders generally or to all shareholders of a class or series within the past three calendar years, including the financial statements furnished to shareholders during the preceding three calendar years.

Section 3. Accounting Records and Financial Reports.

The Chief Financial Officer shall maintain true, accurate, and complete accounting records. Unless modified by resolution of the shareholders entitled to vote within 120 days after the close of each fiscal year, the corporation shall furnish to the shareholders annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, a statement of cash flows for that year, and any report issued by a public accountant on the annual financial statements. If a public accountant did not report on the annual financial statements, the annual financial statements must be accompanied by a statement of the President or the person responsible for the corporation’s accounting records that:

(a) states her or his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(b) describes any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

The annual financial statements furnished to the corporation’s shareholders can be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the corporation also must prepare the annual financial statements that are provided to its shareholders on that basis.

The corporation shall furnish the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such time as is reasonably necessary to enable the corporation to prepare its financial statements if, for reasons beyond the corporation’s control, it is unable to prepare its financial statements within the prescribed period. On written request from a shareholder who was not furnished the annual financial statements, the corporation shall mail to the shareholder its latest annual financial statements.

If the corporation has an outstanding class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, the requirement to furnish annual financial statements may be satisfied by complying with 17 C.F.R. § 240.14a-16, as amended, with respect to the obligation of a corporation to furnish an annual financial report to shareholders pursuant to 17 C.F.R. § 240.14a-3(b), as amended.

Bylaws of Evolution Development Group, Inc. Page 29

1A-2B-30 Section 4. Form of Records.

The corporation shall maintain its books, records, and minutes in written form or in any electronic form capable of being converted into writing within a reasonable time.

Section 5. Corporate Seal.

The corporation may adopt a corporate seal in a form approved by the Board. The corporation is not required to use the corporate seal, and the lack of a corporate seal shall not affect an otherwise valid contract or other instrument executed by the corporation. A corporate seal will have the name of the corporation and the word “seal” inscribed on it and can be a printed, engraved, facsimile, or impression seal.

ARTICLE X. AMENDMENT OF BYLAWS

Section 1. Amendment of Bylaws by Board or Shareholders.

The Board may amend or repeal these Bylaws unless (a) the Articles or applicable law reserves the power to amend these Bylaws (or a particular provision of these Bylaws) exclusively to the shareholders, or (b) the shareholders, in amending these Bylaws (or a particular provision of these Bylaws), expressly provide that the Board cannot amend or repeal these Bylaws or a provision of these Bylaws. The shareholders may amend or repeal these Bylaws even though the Board also may amend or repeal these Bylaws. Notwithstanding anything contained in these Bylaws, a provision of Article VI of these Bylaws (Indemnification) can be repealed only by the vote of shareholders who own at least 51% of the shares entitled to vote on the matter.

Section 2. Bylaw Provision Increasing Quorum or Voting Requirements for Shareholders.

If authorized by the Articles, the shareholders may adopt or amend a provision of these Bylaws that establishes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than required by law. A Bylaw provision that establishes a greater quorum or voting requirement for shareholders cannot be adopted, amended, or repealed by the Board. The adoption or amendment of a Bylaw provision that adds, changes, or deletes a greater quorum or voting requirement for shareholders must satisfy the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

Section 3. Bylaw Provisions Increasing Quorum or Voting Requirements for Directors.

A provision of these Bylaws that establishes a greater quorum or voting requirement for the Board provided for in these Bylaws can be amended or repealed (a) only by the shareholders, if originally adopted by the shareholders, or (b) by either the Board or the shareholders, if originally adopted by the Board. Any action by the Board to adopt or amend a provision of these Bylaws that changes the quorum or voting requirement for the Board must satisfy the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. The shareholders may provide in any provision of these Bylaws that they adopt or amend to establish a greater quorum or voting requirement for the Board that the provision can be amended or repealed only by a specified vote of either the Board or the shareholders.

ARTICLE XI. MISCELLANEOUS

Section 1. Checks, Drafts, Etc.

All checks, drafts, or other instruments for payment of money or notes of the corporation shall be signed by an authorized officer or officers or any other person or persons determined from time to time by resolution of the Board.

Bylaws of Evolution Development Group, Inc. Page 30

1A-2B-31 Section 2. Fiscal Year.

The fiscal year of the corporation shall be as determined by the Board from time to time.

Section 3. Conflict.

These Bylaws are adopted subject to any applicable law and the Articles. Whenever these Bylaws conflict with any applicable law or the Articles, the conflict shall be resolved in favor of the law or the Articles.

Section 4. Invalid Provisions.

Whenever possible, each provision of these Bylaws should be construed and interpreted so that it is valid and enforceable under applicable law. However, if a provision in these Bylaws is held by a court to be invalid or unenforceable under applicable law, that provision will be deemed separable from the remaining provisions of these Bylaws and will not affect the validity, interpretation, or effect of other provisions of these Bylaws or the application of that provision to circumstances in which it is valid and enforceable.

Section 5. Emergency Management.

In the event of an emergency, unless the Articles provide otherwise, the provisions of this Section 5 regarding the management of the corporation will take effect immediately. An “emergency” exists if a quorum of the members of the Board cannot readily be assembled because of some catastrophic event.

In the event of an emergency, a meeting of the Board may be called following the attempt of not less than two hours’ notice to each director. The notice may be given by electronic transmission, including facsimile transmission or transmission to an electronic mail address provided by the director, or by telephone.

The Board shall approve and maintain a current list of officers who may serve, in order of rank and within the same rank in order of seniority, as directors to the extent necessary to provide a quorum at any meeting of the Board held while these emergency bylaws are in effect. During an emergency, the Board may (or may authorize one or more officers to) change the corporation’s principal office or designate several alternative principal offices, effective during the emergency.

These emergency provisions take effect only in the event of an emergency as defined in this Section 5, and will no longer be effective after the emergency ends. Any and all provisions of these Bylaws that are consistent with these emergency provisions will remain in effect during an emergency. Any or all of these actions of the corporation taken in good faith in accordance with these emergency provisions are binding upon the corporation and may not be used to impose liability on an agent, officer, director, or employee of the corporation.

Section 6. Dividends

Subject to applicable law and the Articles, the Board may declare dividends on shares of the capital stock of the corporation and those dividends may be paid in cash, property, or shares of the corporation.

Section 7. Severability

Whenever possible, each provision of these Bylaws should be construed and interpreted so that it is valid and enforceable under applicable law. If a provision of these Bylaws is held by a court to be invalid or unenforceable under applicable law, however, that provision will be deemed separable from the remaining provisions of these Bylaws and will not affect the validity or interpretation of the other provisions of these Bylaws or the application of that provision to other circumstances in which it is valid and enforceable.

ADOPTED: October 4, 2018 ______Anthony S. Tann, Secretary

Bylaws of Evolution Development Group, Inc. Page 31

1A-2B-32

______

EXHIBIT 1A-4

FORM OF SUBSCRIPTION AGREEMENT

______

1A-4-1

SUBSCRIPTION AGREEMENT

Name of Investor: ______

John Norman Chief Executive Officer Evolution Development Group, Inc. 10949 Esteban Drive Ft. Myers, FL 33912

Re: Evolution Development Group, Inc. Offering of up to $20,000,000.00 through the sale of 3,200,000 Shares of Class B Common Stock (the “Shares”)

1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Evolution Development Group, Inc., a Florida corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price of each Share of Class B Common Stock is No Dollars and Seventy-Five Cents ($0.75) payable in cash in full upon subscription. The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares. The undersigned understands that the Shares are being offered pursuant to the Offering Circular (the “Offering Circular”). In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information provided to the Company along with this Subscription Agreement and/or through any online website is complete and accurate, and presents a true statement of the undersigned’s financial condition.

2. Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

(i) The undersigned has received a copy of the Offering Circular, has read and reviewed it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment.

(ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment 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 the undersigned’s investment, and to make an informed decision relating thereto.

(iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of this investment. The 1A-4-2 undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this Offering and from your investment.

(iv) The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the "1933 Act") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned's representations and warranties, and those of the other purchasers of Shares.

(v) The undersigned understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available.

(vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an "accredited investor."

(vii) The undersigned has no need for any liquidity in this investment and is able to bear the economic risk of this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate this investment readily; and (c) the Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available.

(viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state or jurisdiction indicated below his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state or jurisdiction.

1A-4-3

(ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity.

(x) The undersigned agrees not to transfer or assign this subscription or any interest therein.

(xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription.

(xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned.

(xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he, she or it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular.

(xiv) The undersigned consents to, and agrees to be bound by all the terms of the bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said bylaws.

3. Bank arrangements. Payment for the Units shall be received by Prime Trust LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable closing, in the amount as set forth on the signature page hereto. Upon such closing, the Escrow Agent shall release such funds to the Company.

4. Issuer-Directed Offering; No Underwriter. The undersigned understands that the offering is being conducted by the Company directly (issuer-directed) and the Company has not engaged a selling agent such as an underwriter or placement agent. The undersigned acknowledges and agrees that Dalmore Group, LLC has been engaged to serve as an accommodating broker-dealer and to provide certain technology and transaction facilitation. Dalmore Group, LLC is not participating as an underwriter. The undersigned acknowledges that Dalmore Group, LLC has neither solicited your investment in the Company, recommended the Units, provided any advice, including investment advice, nor is Dalmore Group, LLC distributing the Offering Circular or

1A-4-4 making any oral representations concerning the offering. Dalmore Group, LLC has not and will not conduct extensive due diligence of this offering and the undersigned should not rely on Dalmore Group, LLC's involvement in this offering as any basis for a belief that it has done extensive due diligence.

5. Foreign Investors. If the undersigned is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the undersigned hereby represents that he or she has satisfied himself or herself 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. The undersigned’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the undersigned’s jurisdiction.

6. Valuation. The undersigned acknowledges that the price of the Shares was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The undersigned further acknowledges that future offerings of securities by the Company may be made at lower valuations, with the result that the undersigned’s investment will bear a lower valuation.

7. Indemnification. The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, broker- dealers, placement agents, shareholders and other agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned’s representations and warranties herein or otherwise being untrue or inaccurate, or because of a breach of this agreement by the undersigned. The undersigned hereby further agrees that the provisions of Section 7 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Shares. The undersigned hereby grants to the Company the right to setoff against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney’s fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 7 of this Subscription Agreement.

8. Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he, she or it will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares.

9. Governing Law. This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Florida. The exclusive venue for any legal action under

1A-4-5 this Agreement will be in the proper forum in the State of Florida. This clause does not apply to claims brought to enforce any duty or liability created by the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations thereunder.

10. Acknowledgement of Risks Factors. The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular. The undersigned acknowledges that this investment entails significant risks.

The undersigned has (have) executed this Subscription Agreement on this ______day of ______, 20_____, at ______.

SUBSCRIBER

______Signature

______(Print Name of Subscriber)

______(Street Address)

______(City, State and Zip Code)

______(Social Security or Tax Identification Number)

Number of Shares: ______

Dollar Amount of Shares (At $0.75 per Share): ______

SUBSCRIPTION ACCEPTED:

______DATE: ______Evolution Development Group, Inc. By: John Norman Chief Executive Officer

1A-4-6

______

EXHIBIT 1A-6

MATERIAL CONTRACTS

______

EVOLUTION DEVELOPMENT GROUP, INC.

1A-6-1 2018 EQUITY INCENTIVE PLAN

Evolution Development Group, Inc., a Florida corporation, has adopted this Equity Incentive Plan, effective as of October 4, 2018, for the benefit of its directors and certain key employees and consultants on the terms and conditions provided in this Plan.

1. Definitions. As used in this Plan, the following capitalized terms have the meanings set forth below:

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

“Award” means any right granted under this Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right, a Restricted Award, a Performance Share Award, or any Other Equity-Based Award.

“Award Agreement” means a written agreement, certificate, or other document or instrument evidencing the terms and conditions of an individual Award granted under this Plan, which may, in the discretion of the Company, be transmitted electronically to any Participant, and each of which will be subject to the terms and conditions of this Plan.

“Beneficial Owner” has the meaning assigned to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular person, the person will be deemed to have beneficial ownership of all securities that the person has the right to acquire by conversion or exercise of other securities, whether the right is currently exercisable or is exercisable only after the passage of time.

“Board” means the Board of Directors of the Company, as constituted from time to time.

“Cause” means, unless the applicable Award Agreement provides otherwise:

With respect to an Employee or Consultant: (a) if there is a service or employment agreement between the Participant and the Company or an Affiliate and the agreement contains a definition of “Cause,” the definition contained in that agreement; or (b) if no such agreement exists or, if the agreement does not define Cause:

(i) the Participant’s conviction of, or plea of guilty or nolo contendere to, a felony under federal law or the law of the state in which the action occurred;

(ii) the Participant’s disloyalty or dishonesty in the course of fulfilling his or her duties to the Company or any Affiliate;

1A-6-2 (iii) the Participant’s disclosure of Company or Affiliate trade secrets or breach of any confidentiality agreement between the Participant and the Company or any Affiliate, any agreement containing any non-disclosure obligations between the Company or any Affiliate and any third party, or any similar agreement;

(iv) willful and deliberate failure of the Participant to perform duties in any material respect;

(v) the Participant’s commission of an act of theft, fraud, or embezzlement against the Company or any of the Company’s Affiliates, customers, suppliers, vendors, partners, licensors, or licensees;

(vi) the Participant’s gross negligence in the performance of her or his duties;

(vii) the Participant’s violation of any of the written policies and procedures of the Company or any Affiliate;

(viii) the Participant’s breach of a fiduciary duty of loyalty owed to the Company or any Affiliate by knowingly engaging (without disclosure to and approval of the Board) in any act that constitutes the receipt of an improper personal benefit, the usurpation of a business opportunity of the Company or any Affiliate, or a transaction with the Company or any Affiliate in which the Participant has a conflict of interest with the Company or the Affiliate; or

(ix) any other events as may be determined in good faith by the Board.

With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: (i) malfeasance in office; (ii) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the Director’s appointment; (d) willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

The Board has the sole discretion to determine whether Cause exists and all matters and questions relating to whether a Participant has been discharged for Cause, and the Board’s determination will be final.

“Change in Control” means the occurrence of any of the following:

(a) one person (or more than one person acting as a group) acquires ownership of capital stock that, together with the capital stock held by the person or group, constitutes more than 50% of the total Fair Market Value or total voting power of the Stock of the Company; provided that, a Change in Control will not occur if any person (or more than one person acting as a group) owns more than 50% of the total Fair Market Value or total voting power of the Stock and acquires additional Stock;

(b) one person (or more than one person acting as a group) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets

1A-6-3 from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately before the acquisition;

(c) one person (or more than one person acting as a group) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of the Company;

(d) a majority of the members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election.

Notwithstanding the foregoing, a Change in Control will not occur unless the transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued under that Code.

“Common Stock” means the Class B Common Stock of the Company, or any other securities of the Company as may be designated by the Board from time to time in substitution for the Class B Common Stock.

“Company” means Evolution Development Group, Inc., a Florida corporation, or any successor to its assets or business that becomes bound by all the terms and provisions of this Plan by agreement, operation of law, or otherwise.

“Consultant” means any individual or entity that performs bona fide services for the Company or an Affiliate, other than as an Employee or Director.

“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant, or Director, is not interrupted or terminated. The Participant’s Continuous Service will not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant, or Director or a change in the entity for which the Participant renders service, provided that there is no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence will only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Board or its delegate, in its sole discretion, may determine whether Continuous Service will be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave, or any other personal or family leave of absence. The Board or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, will be deemed to result in a termination of Continuous Service for purposes of affected Awards, and that decision will

1A-6-4 be final, conclusive and binding.

“Detrimental Activity” means any of the following: (a) unauthorized disclosure of any confidential or proprietary information of the Company or any of its Affiliates; (b) any activity that would be grounds to terminate the Participant’s employment or service with the Company or any of its Affiliates for Cause; (c) the breach of any non-competition, non-solicitation, non- disparagement, or other agreement containing restrictive covenants, with the Company or any Affiliate; (c) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Board in its sole discretion; or (e) any other conduct or act determined to be materially injurious, detrimental, or prejudicial to any interest of the Company or any of its Affiliates, as determined by the Board in its sole discretion.

“Director” means a member of the Board.

“Disability” means, unless the applicable Award Agreement provides otherwise, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10, the term Disability will have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability will be determined under procedures established by the Board. Except in situations where the Board is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 within the meaning of Section 22(e)(3) of the Code, the Board may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

“Disqualifying Disposition” has the meaning provided in Section 14.12.

“Effective Date” means October 4, 2018.

“Employee” means an employee of the Company or any Affiliate (including an Officer or Director), provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee means an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate is not sufficient to constitute “employment” by the Company or an Affiliate.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of the Common Stock as determined as follows: (a) if the Common Stock is listed on any established stock exchange or a national market system, including the New York Stock Exchange or the NASDAQ Stock Market, the Fair Market Value will be the closing price of a share of Common Stock (or if no sales were reported, the closing price on the date immediately preceding such date) as quoted on the exchange or system on the day of determination, as reported in the Wall Street Journal; (b) if the shares are not listed on an established stock exchange or national market system, but there is a public market for the shares of Common Stock on the applicable date, the closing price of the shares as reported or quoted on the immediately preceding date; and (c) in the

1A-6-5 absence of an established or public market for the Common Stock, the Fair Market Value will be determined in good faith by the Board after taking into consideration all factors that it deems appropriate, including Sections 409A and 422 of the Code, and that determination will be conclusive and binding on all persons.

“Fiscal Year” means the Company’s fiscal year.

“Good Reason” means, unless the applicable Award Agreement states otherwise:

(a) If an Employee or Consultant is a party to an employment or service agreement with the Company or any of its Affiliates and the agreement provides for a definition of Good Reason, the definition contained in that agreement; or (b) If no such agreement exists or if the agreement does not define Good Reason, the occurrence of one or more of the following without the Participant’s express written consent, which circumstances are not remedied by the Company within 30 days after its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within 90 days of the Participant’s knowledge of the applicable circumstances): (i) any material, adverse change in the Participant’s duties, responsibilities, authority, title, status, or reporting structure; (ii) a material reduction in the Participant’s base salary or bonus opportunity; or (iii) a geographical relocation of the Participant’s principal office location by more than 35 miles.

“Grant Date” means the date on which the Board adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in the resolution, then the date as is set forth in the resolution.

“Incentive Stock Option” means an Option that is designated by the Board as an incentive stock option within the meaning of Section 422 of the Code and that meets the requirements set out in this Plan.

“Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Exchange Act Rule 16b-3.

“Non-qualified Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated under Section 16.

“Option” means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to this Plan.

“Optionholder” means a person to whom an Option is granted pursuant to this Plan or, if applicable, any other person who holds an outstanding Option.

“Option Exercise Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

1A-6-6

“Other Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Performance Share Award that is granted under Section 7.4 and is payable by delivery of Common Stock or that is measured by reference to the value of Common Stock.

“Participant” means an eligible person to whom an Award is granted pursuant to this Plan or, if applicable, any other person who holds an outstanding Award. A Director, Employee, or Consultant becomes a Participant upon the person’s acknowledgement, execution, and delivery to the Company of an Award Agreement.

“Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based on business criteria or other performance measures determined by the Board in its discretion.

“Performance Period” means the one or more periods of time not less than one fiscal quarter in duration, as the Board may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Share Award.

“Performance Share” means the grant of a right to receive a number of actual shares of Common Stock or share units based upon the performance of the Company during a Performance Period, as determined by the Board.

“Performance Share Award” means any Award granted pursuant to Section 7.3 of this Plan.

“Permitted Transferee” means: (a) a member of the Optionholder’s immediate family (child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships), any person sharing the Optionholder’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting interests; (b) third parties designated by the Board in connection with a program established and approved by the Board pursuant to which Participants may receive a cash payment or other consideration in consideration for the transfer of a Non-qualified Stock Option; and (c) all other transferees as may be permitted by the Board in its sole discretion.

“Plan” means this Evolution Development Group, Inc. 2018 Equity Incentive Plan, as originally adopted by the Company, and as amended, modified, restated, or supplemented from time to time in accordance with its terms.

“Related Rights” has the meaning set forth in Section 7.1(a).

“Restricted Award” means any Award granted pursuant to Section 7.2(a).

1A-6-7 “Restricted Period” has the meaning set forth in Section 7.2(a).

“Restricted Stock” means Common Stock, subject to certain specified restrictions (including a requirement that the Participant provide Continuous Service for a specified period of time) granted under Section 7 of this Plan.

“Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities, or other property, subject to certain restrictions (including a requirement that the Participant provide Continuous Service for a specified period of time) granted under Section 7 of this Plan.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

“Securities Act” means the Securities Act of 1933, as amended.

“Stock” means the shares of common stock of the Company.

“Stock Appreciation Right” means the right pursuant to an Award granted under Section 7.1 to receive, upon exercise, an amount payable in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised multiplied by the excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the exercise price specified in the Stock Appreciation Right Award Agreement.

“Stock for Stock Exchange” has the meaning set forth in Section 6.4.

“Substitute Award” has the meaning set forth in Section 4.6.

“Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

“Total Share Reserve” has the meaning set forth in Section 4.1.

2. Purpose; Eligibility.

2.1 Name. The name of this Plan is the Evolution Development Group, Inc. 2018 Equity Incentive Plan.

2.2 Purposes. The purposes of this Plan are to: (a) enable the Company and any Affiliate to attract and retain the types of Employees, Consultants, and Directors who will contribute to the Company’s long-range success; (b) provide incentives that align the interests of Employees, Consultants, and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

2.3 Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants, and Directors of the Company and its Affiliates and any other individuals designated by the Board who are reasonably expected to become Employees, 1A-6-8 Consultants, and Directors after the receipt of Awards.

2.4 Available Awards. Awards that may be granted under this Plan include: (a) Incentive Stock Options; (b) Non-qualified Stock Options; (c) Stock Appreciation Rights; (d) Restricted Awards; (e) Performance Share Awards; and (f) Other Equity-Based Awards.

3. Administration.

3.1 Authority. This Plan will be interpreted, administered, and operated by the Board, which will have complete authority in its sole discretion, subject to the express provisions of this Plan, to (a) construe, interpret, and apply this Plan and each of its provisions, (b) prescribe, amend, and rescind rules and regulations relating to this Plan, (c) authorize any person to execute, on behalf of the Company, any document required to carry out the purposes of this Plan, (d) select, subject to any limitations set forth in this Plan, those persons who constitute Participants, (e) interpret, administer, reconcile any inconsistency in, correct any defect in, or supply any omission in this Plan and any document or agreement relating to this Plan, and (f) exercise discretion to make any and all other determinations that it determines to be necessary or advisable for the administration of this Plan. Additionally, subject to the terms of this Plan, the Board has authority to:

(a) determine when Awards are to be granted under this Plan and the applicable Grant Date;

(b) from time to time select, subject to the limitations set forth in this Plan, those eligible Award recipients to whom Awards will be granted;

(d) determine whether each Option is to be an Incentive Stock Option or a Non- qualified Stock Option;

(e) prescribe the terms and conditions of each Award, including the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to the grant;

(f) determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures that will be used to establish the Performance Goals, the Performance Periods, and the number of Performance Shares earned by a Participant;

(g) amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however, that if any amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, the amendment will also be subject to the Participant’s consent;

(h) determine the duration and purpose of leaves of absences that may be granted to

1A-6-9 a Participant without constituting termination of employment for purposes of this Plan, which periods will be no shorter than the periods generally applicable to Employees under the Company’s employment policies;

(i) make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;

(j) interpret, administer, reconcile any inconsistency in, correct any defect in, and supply any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; and

(k) exercise discretion to make any and all other determinations that it determines to be necessary or advisable for the administration of this Plan.

The Board may delegate any of its duties under this Plan to a committee, or to any person or persons from time to time as it may designate. All decisions, interpretations, and other actions of the Board (or the committee) will be final, conclusive, and binding on all parties who have an interest in this Plan or any Award. The Board’s determinations under this Plan need not be uniform and all Board determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Board may make non-uniform and selective determinations, amendments, and adjustments, and enter into non-uniform and selective Award Agreements.

Notwithstanding any provision of this Plan to the contrary, neither the adoption or establishment of this Plan, the eligibility of any person for an Award of, the grant of any Award to any other person, nor anything contained in this Plan or any Award Agreement will be deemed to (i) confer on any person any right to be granted an award (other than as expressly set forth in an Award Letter signed by both the person and the Company), or (ii) require any award to any Participant to be similar to any award that is made to another Participant, regardless of whether the Participants share similar qualities, are in similar positions, have similar responsibilities, or are otherwise similar in any respect. Nothing contained in this Plan creates or should be construed as creating a trust of any kind or any other fiduciary relationship between the Company and a Participant or any other person.

3.2 No Liability. No member of the Board (or any person or member of a committee to whom the Board delegates any duties or responsibilities with respect to this Plan) will be liable for any action, inaction, determination, or interpretation made by the Board with respect to this Plan or any Award. All expenses and liabilities that members of the Board (or any person or member of a committee to whom the Board delegates any duties or responsibilities with respect to this Plan) incur in connection with the administration of this Plan will be borne by the Company or its successor. No members of the Board (or any person or member of a committee to whom the Board delegates any duties or responsibilities with respect to this Plan) will be personally liable for any action, inaction, determination, or interpretation made in good faith with respect to this Plan or any Award, and the Company or its successor shall fully indemnify and hold harmless all members of the Board (and each person or member of a committee to whom the Board delegates any duties or responsibilities with respect to this Plan) in respect of any such action, inaction, determination, or interpretation.

1A-6-10 3.3 Reliance on Advice. The Board may employ attorneys, consultants, accountants, appraisers, brokers, and other persons in connection with this Plan. The Board and the officers and employees of the Company may rely on the advice, opinions, or valuations of any of those persons.

3.4 Delegation. The Board may delegate administration of this Plan to a committee of one or more members of the Board, and the term “committee” will apply to any person or persons to whom that authority has been delegated. The committee may delegate to a subcommittee any of the administrative powers the committee is authorized to exercise (and references in this Plan to the Board or the committee thereafter includes the committee or subcommittee), subject, however, to any resolutions, not inconsistent with the provisions of this Plan, as may be adopted from time to time by the Board. The Board may abolish the committee at any time and re-vest in the Board the administration of this Plan. The Board will appoint the members of the committee, and the members of the committee will serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution for, and fill vacancies, however caused, in the committee. The committee will act pursuant to a vote of the majority of its members or, in the case of a committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members. The committee will maintain minutes of all of its meetings and copies of those minutes must be provided to the Board. Subject to the limitations prescribed by this Plan and the Board, the committee may establish and follow any rules and regulations for the conduct of its business as it may determine to be advisable.

3.5 Committee Composition. Except as otherwise determined by the Board, at any time the Company has securities registered under the Exchange Act, the committee will consist solely of two or more Non-Employee Directors. The Board will have discretion to determine whether it intends to comply with the exemption requirements of Exchange Act Rule 16b-3. However, if the Board intends to satisfy those exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the committee must be a compensation committee of the Board that at all times consists solely of two or more Non- Employee Directors. Within the scope of that authority, the Board or the committee may delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. Nothing in this Plan creates an inference that an Award is not validly granted under this Plan if Awards are granted under this Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.

3.6 Indemnification. In addition to any other rights of indemnification as they may have as Directors or members of the committee, and to the extent allowed by applicable laws, the Company shall indemnify the committee members against the reasonable expenses, including attorney’s fees, actually incurred in connection with any suit, action, or proceeding or in connection with any appeal, to which the committee members may be party by reason of any action taken or failure to act under or in connection with this Plan or any Award granted under this Plan, and against all amounts paid by the committee members in settlement (provided, however, that the settlement has been approved by the Company, which approval must not be unreasonably withheld) or paid by the committee members in satisfaction of a

1A-6-11 judgment in any suit, action, or proceeding, except in relation to matters as to which it is adjudged in the suit, action, or proceeding that the committee member did not act in good faith and in a manner that the person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after the institution of any such suit, action, or proceeding, the committee member must, in writing, offer the Company the opportunity at its own expense to handle and defend the suit, action, or proceeding.

4. Shares Subject to this Plan.

4.1 Number of Shares. Subject to adjustment in accordance with Section 11, no more than 7,000,000 shares of the Common Stock will be available for the grant of Awards under this Plan (the “Total Share Reserve”). During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy the Awards.

4.2 Available Shares. Shares of Common Stock available for distribution under this Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company in any manner.

4.3 ISO Limit. Subject to adjustment in accordance with Section 11, no more than 500,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the “ISO Limit”).

4.4 Director Limit. The maximum number of shares of Common Stock subject to Awards granted during a single Fiscal Year to any Director, together with any cash fees paid to the Director during the Fiscal Year may not exceed a total value of $100,000 (calculating the value of any Awards based on the grant date fair value for financial reporting purposes).

4.5 Award Expiration. Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the Award related will again be available for issuance under this Plan. Notwithstanding anything to the contrary contained in this Plan, shares subject to an Award under this Plan will not again be made available for issuance or delivery under this Plan if those shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award.

4.6 Substitute Awards. Awards may, in the sole discretion of the Board, be granted under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards will not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options will be counted against the ISO Limit. Subject to applicable stock exchange requirements, if any, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or

1A-6-12 with which the Company combines (as appropriately adjusted to reflect the acquisition or transaction) may be used for Awards under this Plan and will not count toward the Total Share Limit.

5. Eligibility.

5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants, and Directors and those individuals whom the Board determines are reasonably expected to become Employees, Consultants, and Directors following the Grant Date.

5.2 Ten Percent Shareholders. A Ten Percent Shareholder may not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Value of the Common Stock on the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.

6. Option Provisions.

Each Option granted under this Plan will be evidenced by an Award Agreement. Each Option so granted will be subject to the conditions set forth in this Section 6, and to all other conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement. All Options will be separately designated Incentive Stock Options or Non- qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased upon exercise of each type of Option. Notwithstanding the foregoing, the Company will have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of the Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option must include (through incorporation of provisions of this Plan by reference in the Option or otherwise) the substance of each of the following provisions:

6.1 Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option may be exercisable after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under this Plan will be determined by the Board; provided, however, no Non-qualified Stock Option will be exercisable after the expiration of 10 years from the Grant Date.

6.2 Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, the Option Exercise Price of each Incentive Stock Option must not be less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if the Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.3 Exercise Price of a Non-qualified Stock Option. The Option Exercise Price of

1A-6-13 each Non-qualified Stock Option must be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if the Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

6.4 Consideration. The Option Exercise Price of Common Stock acquired pursuant to an Option must be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Board, upon any terms as the Board may approve, the Option Exercise Price may be paid: (i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (ii) a “cashless” exercise program established with a broker; (iii) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of the Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time of exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly from the Company, must be paid only by shares of the Common Stock that have been held for more than six months (or any longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system), an exercise by a Director or Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 is prohibited with respect to any Award under this Plan.

6.5 Transferability of an Incentive Stock Option. An Incentive Stock Option is not transferable except by will or by the laws of descent and distribution and will be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, will thereafter be entitled to exercise the Option.

6.6 Transferability of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the Board, be transferable to a Permitted Transferee, upon written approval by the Board to the extent provided in the Award Agreement. If the Non- qualified Stock Option does not provide for transferability, then the Non-qualified Stock Option will not be transferable except by will or by the laws of descent and distribution and will be exercisable during the lifetime of the Optionholder only by the Optionholder.

1A-6-14 Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, will thereafter be entitled to exercise the Option.

6.7 Vesting of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to any other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of a share of Common Stock. The Board may, but is not required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

6.8 Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have been approved by the Board, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise the Option as of the date of termination) but only within the period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company for Cause, all outstanding Options (whether or not vested) will immediately terminate and cease to be exercisable. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option will terminate.

6.9 Extension of Termination Date. An Optionholder’s Award Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the Option will terminate on the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1, or (b) the expiration of a period after termination of the Participant’s Continuous Service that is three months after the end of the period during which the exercise of the Option would be in violation of the registration or other securities law requirements.

6.10 Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise the Option as of the date of termination), but only within the period of time ending on the earlier of (a) the date 12 months following the termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in this Section 6.10 or in the Award Agreement, the Option will terminate.

6.11 Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s

1A-6-15 death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise the Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by a person designated to exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Award Agreement, the Option will terminate.

6.12 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions of the Options that exceed that limit (according to the order in which they were granted) will be treated as Non-qualified Stock Options.

6.13 Detrimental Activity. Unless otherwise provided in an Award Agreement, all outstanding Options (whether or not vested) granted to a Participant will immediately terminate and cease to be exercisable on the date on which the Optionholder engages in Detrimental Activity.

7. Provisions of Awards Other Than Options.

7.1 Stock Appreciation Rights.

(a) General. Each Stock Appreciation Right granted under this Plan will be evidenced by an Award Agreement. Each Stock Appreciation Right so granted will be subject to the conditions set forth in this Section 7.1, and to all other conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted alone (“Free Standing Rights”) or in tandem with an Option granted under this Plan (“Related Rights”).

(b) Grant Requirements. Any Related Right that relates to a Non-qualified Stock Option may be granted at the same time the Option is granted or at any time thereafter but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.

(c) Term of Stock Appreciation Rights. The term of a Stock Appreciation Right granted under this Plan will be determined by the Board; provided, however, no Stock Appreciation Right will be exercisable later than the tenth anniversary of the Grant Date.

(d) Vesting of Stock Appreciation Rights. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Stock Appreciation Right may be subject to all other terms and conditions on the time or times when it may be exercised as the Board may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Board may, but is not required to, provide for an acceleration of vesting and exercisability in the terms of any Stock

1A-6-16 Appreciation Right upon the occurrence of a specified event.

(e) Exercise and Payment. Upon exercise of a Stock Appreciation Right, the holder will be entitled to receive from the Company an amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (ii) the exercise price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation Right will be made on the date of exercise. Payment must be made in the form of shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Board in its sole discretion), cash, or a combination of cash and Common Stock, as determined by the Board.

(f) Exercise Price. The exercise price of a Free Standing Right will be determined by the Board, but must not be less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date of the Stock Appreciation Right. A Related Right granted simultaneously with or subsequent to the grant of an Option and in conjunction with the grant or in the alternative will have the same exercise price as the related Option, will be transferable only upon the same terms and conditions as the related Option, and will be exercisable only to the same extent as the related Option; provided, however, that a Stock Appreciation Right, by its terms, may be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price per share of the Option and no Stock Appreciation Rights may be granted in tandem with an Option unless the Board determines that the requirements of Section 7.1(b) are satisfied.

(g) Reduction in the Underlying Option Shares. Upon any exercise of a Related Right, the number of shares of Common Stock for which any related Option will be exercisable will be reduced by the number of shares for which the Stock Appreciation Right has been exercised. The number of shares of Common Stock for which a Related Right is exercisable will be reduced upon any exercise of any related Option by the number of shares of Common Stock for which the Option has been exercised.

7.2 Restricted Awards.

(a) General. A Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or hypothetical Common Stock units (“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number of shares of Common Stock, which may, but need not, provide that the Restricted Award may not be sold, assigned, transferred, or otherwise disposed of, pledged, or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for the period (the “Restricted Period”) the Board determines. Each Restricted Award granted under this Plan must be evidenced by an Award Agreement. Each Restricted Award so granted must be subject to the conditions set forth in this Section 7.2, and to all other conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement.

(b) Restricted Stock and Restricted Stock Units.

(i) Each Participant granted Restricted Stock must execute and deliver to the

1A-6-17 Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the Restricted Stock. If the Board determines that the Company will hold the Restricted Stock or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Board, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will be null and void. Subject to the restrictions set forth in the Award, the Participant generally will have the rights and privileges of a shareholder as to the Restricted Stock, including the right to vote the Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends.

(ii) The terms and conditions of a grant of Restricted Stock Units will be reflected in an Award Agreement. No shares of Common Stock will be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant will have no voting rights with respect to any Restricted Stock Units granted under this Plan. The Board may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the Board, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents will be paid currently (and in no case later than the end of the calendar year in which the dividend is paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividend is paid to holders of the Common Stock).

(i) Restricted Stock awarded to a Participant will be subject to the following restrictions until the expiration of the Restricted Period, and to all other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant will not be entitled to delivery of the stock certificate; (B) the shares will be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares will be subject to forfeiture to the extent provided in the applicable Award Agreement; and (D) to the extent the shares are forfeited, the stock certificates will be returned to the Company, and all rights of the Participant to the shares and as a shareholder with respect to the shares will terminate without further obligation on the part of the Company.

(ii) Restricted Stock Units and Deferred Stock Units awarded to any Participant will be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during the period, to the extent provided in the applicable Award Agreement, and to the extent the Restricted Stock Units or Deferred Stock Units are forfeited, all rights of the Participant to the Restricted Stock Units or Deferred Stock Units will terminate without further obligation on the part of the Company and (B) all other terms and conditions as may be set forth in the applicable Award Agreement.

1A-6-18 (iii) The Board has the authority to remove any or all the restrictions on the Restricted Stock, Restricted Stock Units, and Deferred Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date the Restricted Stock or Restricted Stock Units or Deferred Stock Units are granted, the action is appropriate.

(d) Restricted Period. With respect to Restricted Awards, the Restricted Period will commence on the Grant Date and end at the time or times set forth on a schedule established by the Board in the applicable Award Agreement. No Restricted Award may be granted or settled for a fraction of a share of Common Stock. The Board may, but is not required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.

(e) Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 7.2(c) and the applicable Award Agreement will be of no further force or effect with respect to the shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon the expiration, the Company will deliver to the Participant, or his or her beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share). Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, or at the expiration of the deferral period with respect to any outstanding Deferred Stock Units, the Company will deliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock for each such outstanding vested Restricted Stock Unit or Deferred Stock Unit (“Vested Unit”); provided, however, that, if explicitly provided in the applicable Award Agreement, the Board may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of the payment will be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed in the case of Restricted Stock Units, or the delivery date in the case of Deferred Stock Units, with respect to each Vested Unit.

(f) Stock Restrictions. Each certificate, if any, representing Restricted Stock awarded under this Plan will bear a legend in the form the Company deems appropriate.

7.3 Performance Share Awards.

(a) Grant of Performance Share Awards. Each Performance Share Award granted under this Plan will be evidenced by an Award Agreement. Each Performance Share Award so granted will be subject to the conditions set forth in this Section 7.3, and to all other conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement. The Board has the discretion to determine: (i) the number of shares of Common Stock or stock-denominated units subject to a Performance Share Award granted to any Participant; (ii) the Performance Period applicable to any Award; (iii) the conditions that must be satisfied for a Participant to earn an Award; and (iv) the other terms, conditions, and restrictions of the Award.

1A-6-19 (b) Earning Performance Share Awards. The number of Performance Shares earned by a Participant will depend on the extent to which the performance goals established by the Board are attained within the applicable Performance Period, as determined by the Board.

7.4 Other Equity-Based Awards. The Board may grant Other Equity-Based Awards, either alone or in tandem with other Awards, in amounts and subject to all conditions as the Board may determine in its sole discretion. Each Equity-Based Award will be evidenced by an Award Agreement and will be subject to all conditions, not inconsistent with this Plan, as may be reflected in the applicable Award Agreement.

8. Securities Law Compliance.

Each Award Agreement will provide that no shares of Common Stock will be purchased or sold pursuant to this Plan and the Award Agreement unless and until (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and delivered to the Company a letter of investment intent in the form and containing all provisions as the Board may require. The Company will use reasonable efforts to seek to obtain from each regulatory agency or commission having jurisdiction over this Plan any authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however, that this undertaking does not require the Company to register under the Securities Act this Plan, any Award, or any Common Stock issued or issuable pursuant to any an Award. If, after reasonable efforts, the Company is unable to obtain from any applicable regulatory agency or commission the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under this Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of the Awards unless and until that authority is obtained.

9. Use of Proceeds from Stock.

Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise of an Award, will constitute general funds of the Company.

10. Miscellaneous.

10.1 Acceleration of Exercisability and Vesting. The Board has the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part of an Award will vest in accordance with this Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

10.2 Shareholder Rights. Except as provided in this Plan or an Award Agreement, no Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Award unless and until the Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment will be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is before the date the Common Stock certificate is issued, except as provided in Section 11.

1A-6-20

10.3 No Employment or Other Service Rights. Nothing in this Plan or any instrument executed or Award granted pursuant to this Plan confers upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

10.4 Transfer; Approved Leave of Absence. For purposes of this Plan, no termination of employment by an Employee will be deemed to result from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Board otherwise so provides in writing, in either case, except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject to Section 409A.

10.5 Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Board, a Participant may satisfy any local, state, or federal tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of those means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock of the Company. Notwithstanding any provision of this Plan or any Award Agreement to the contrary, the Company is authorized to withhold from any amounts payable to any Participant with respect to an Award, and to pay over to any governmental authority, any amounts required to be withheld pursuant to the Code or any provisions of any other local, state, federal, or foreign law. Any amounts withheld pursuant to this Section 10.5 will be treated as paid to the Participant for all purposes relating to this Plan.

11. Adjustments Upon Changes in Stock.

In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock split, stock dividend, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted under this Plan and any Award Agreements, the exercise price of Options and Stock Appreciation Rights, the Performance Goals to which Performance Share Awards are subject, the maximum number of shares of Common Stock subject to all Awards stated in Section 4 will be equitably adjusted or

1A-6-21 substituted, as to the number, price, or kind of a share of Common Stock or other consideration subject to those Awards to the extent necessary to preserve the economic intent of the Award. In the case of adjustments made pursuant to this Section 11, unless the Board specifically determines that the adjustment is in the best interests of the Company or its Affiliates, the Board shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension, or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and, in the case of Non-qualified Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification of the Non-qualified Stock Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 11 will be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company will give each Participant notice of an adjustment under this Section 11 and, upon notice, the adjustment will be conclusive and binding for all purposes.

12. Effect of Change in Control.

12.1 Unless otherwise provided in an Award Agreement, notwithstanding any provision of this Plan to the contrary:

(a) Options/SARs/Restricted Stock. In the event of a Participant’s termination of Continuous Service by the Company or any Affiliate without Cause or by the Participant for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of this Plan or any applicable Award Agreement to the contrary, all outstanding Options and Stock Appreciation Rights granted to the Participant will become immediately exercisable with respect to 100% of the shares subject to the Options or Stock Appreciation Rights, and the Restricted Period will expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant’s termination of Continuous Service.

(b) Performance Share Awards. With respect to Performance Share Awards, in the event of a Participant’s termination of Continuous Service by the Company or any Affiliate without Cause or by the Participant for Good Reason, in either case, within 12 months following a Change in Control, all Performance Goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met as of the date of the Participant’s termination of Continuous Service.

To the extent practicable, any actions taken by the Board under the immediately preceding clauses (a) and (b) will occur in a manner and at a time that allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common Stock subject to their Awards.

12.2 In addition, in the event of a Change in Control, the Board may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders of those Awards, in cash or stock, or any combination thereof, the value of those Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of

1A-6-22 Common Stock in connection with the Change in Control, the Board may cancel the Option or Stock Appreciation Right without the payment of consideration.

12.3 The obligations of the Company under this Plan will be binding upon any successor corporation or organization resulting from the merger, consolidation, or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.

13. Amendment of Plan and Awards.

13.1 Amendment and Termination of Plan. The Board may, at any time and from time to time, in its discretion, alter, amend, modify, suspend, or terminate this Plan or any portion of it without prior notice to or the consent of a Participant; provided, however, that no such amendment, modification, suspension, or termination will, without the consent of a Participant, adversely affect the Participant’s rights with respect to an Award granted to him or her before the Board action, and provided, further, that, no payment of benefits will occur upon termination of this Plan unless the requirements of Section 409A of the Code have been met. However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, no amendment will be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy applicable law. No Awards may be granted under this Plan while this Plan is suspended or after it is terminated.

For avoidance of doubt, the Board may amend this Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Consultants, and Directors with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the Code and to bring this Plan and Awards granted under it into compliance with those provisions.

13.2 Shareholder Approval. At the time of an amendment, the Board will determine, upon advice from counsel, whether any amendment to this Plan will be contingent on shareholder approval.

13.3 Amendment of Awards. The Board at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Board may not effect any amendment that would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

14. General Provisions.

14.1 Forfeiture Events. The Board may specify in an Award Agreement that the Participant’s rights, benefits, and payments with respect to an Award are subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Those events may include breach of non- competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant, a termination of the

1A-6-23 Participant’s Continuous Service for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates.

14.2 Clawback. Notwithstanding anything to the contrary in this Plan, the Board may, in its sole discretion, provide in an Award Agreement or otherwise that the Board may cancel an Award if the Participant has engaged in or engages in any Detrimental Activity. The Board may, in its sole discretion, also provide in an Award Agreement or otherwise that (a) if the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise, or settlement of any Award, and must repay the gain to the Company, and (b) if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including by reason of a financial restatement, mistake in calculations, or other administrative error), then the Participant will be required to repay the excess amount to the Company. Without limiting the foregoing, all Awards will be subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with applicable laws.

14.3 Other Compensation Arrangements. Nothing contained in this Plan prevents the Board from adopting other or additional compensation arrangements, subject to shareholder approval if that approval is required; and those arrangements may be either generally applicable or applicable only in specific cases.

14.4 Sub-Plans. The Board may from time to time establish sub-plans under this Plan for purposes of satisfying tax, securities, or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans must contain any limitations and other terms and conditions as the Board determines are necessary or desirable. All sub-plans will be deemed a part of this Plan, but each sub-plan will apply only to the Participants in the jurisdiction for which the sub-plan was designed.

14.5 Deferral of Awards. The Board may establish one or more programs under this Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that, absent the election, would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under an Award. The Board may establish the election procedures, the timing of those elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and those other terms, conditions, rules, and procedures that the Board deems advisable for the administration of the deferral program.

14.6 Unfunded Plan. This Plan will be unfunded. Neither the Board nor the Company is required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under this Plan.

14.7 Recapitalizations. Each Award Agreement must contain provisions required to reflect the provisions of Section 11.

14.8 Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for

1A-6-24 purposes of this Plan, 30 days will be considered a reasonable period of time.

14.9 No Fractional Shares. No fractional shares of Common Stock will be issued or delivered pursuant to this Plan. The Board will determine whether cash, additional Awards, or other securities or property will be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited, or otherwise eliminated.

14.10 Other Provisions. The Award Agreements authorized under this Plan may contain all other provisions not inconsistent with this Plan, including restrictions upon the exercise of Awards, as the Board may deem advisable.

14.11 Section 409A. To the extent applicable, the Company intends that this Plan comply with the requirements of Section 409A of the Code and will be applied, operated, and interpreted consistent and in accordance with that intent. All payments described in this Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code will not be treated as deferred compensation unless required otherwise by applicable law. Notwithstanding anything to the contrary in this Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following a Participant’s termination of Continuous Service will instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, (a) neither the Company nor the Board makes any representation that this Plan complies with Section 409A of the Code, (b) neither the Company nor the Board will have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code, and (c) neither the Company nor the Board will have any liability to any Participant, any other person, or otherwise if this Plan or any grant, vesting, or payment of any Award are subject to the additional tax and penalties under Section 409A of the Code. Each Participant is fully responsible for any and all taxes or other amounts imposed by Section 409A of the Code.

14.12 Disqualifying Dispositions. Any Participant who makes a “disposition” (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date of the Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of the Incentive Stock Option (a “Disqualifying Disposition”) will be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of those shares of Common Stock.

14.13 Section 16. At any time that the Company has any class of securities registered under the Exchange Act, it is the intent of the Company that this Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3, as promulgated under Section 16 of the Exchange Act, so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of this Plan would conflict with the intent expressed in this Section 14.13, that provision to the extent possible will be interpreted and deemed amended so as to avoid the conflict.

1A-6-25

14.14 Beneficiary Designation. Each Participant under this Plan may from time to time name any beneficiary or beneficiaries to receive the Participant’s interest in this Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, will be in a form reasonably prescribed by the Board, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated beneficiary will be deemed to be the Participant’s estate.

14.15 Expenses. The Company shall pay the costs of administering this Plan.

14.16 Severability. If a provision of this Plan or any Award Agreement (or the application of it) is held by a court to be invalid or unenforceable under applicable law, that provision will be deemed separable from the remaining provisions of this Plan or the Award Agreement and will not affect the validity or interpretation of the other provisions of this Plan or the Award Agreement or the application of that provision to a person or circumstance to which it is valid and enforceable.

14.17 Entire Plan; References. This Plan, together with each Award Agreement, contains the entire understanding of the Company and each particular Participant relating to the grant of any Award to the Participant, and supersedes any prior or contemporaneous agreement, representation, or understanding, oral or written, between the Company and any Participant with respect to the grant of any Award to the Participant. Unless otherwise expressly stated, a reference in this Plan to a section is to a section of this Plan.

14.18 Governing Law; Venue. This Plan will be governed by and construed in accordance with the laws of the State of Florida and the federal laws of the United States of America, without regard to principles of conflicts of laws. The Company and each Participant (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction in Lee County, Florida, (b) stipulate that the proper, exclusive, and convenient venue for any legal proceeding arising out of this Plan or any Award Agreement is the Circuit Court for Lee County, Florida, for a state court proceeding, or the United States District Court for the Middle District of Florida – Ft. Myers Division, for a federal district court proceeding, and (c) waive any defense, whether asserted by motion or pleading, that the Circuit Court for Lee County, Florida, or the United States District Court for the Middle District of Florida – Ft. Myers Division, is an improper or inconvenient venue.

14.19 Jury Trial Waiver. EACH PARTICIPANT AND THE COMPANY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO A JURY TRIAL IN ANY LAWSUIT BETWEEN THEM THAT ARISES AT ANY TIME OUT OF THIS PLAN OR ANY AWARD AGREEMENT, WHETHER AT LAW OR IN EQUITY, WHETHER BASED ON A CLAIM OR COUNTERCLAIM ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS PLAN, REGARDLESS OF THE NATURE OF THE CLAIM OR COUNTERCLAIM, AND INCLUDING CLAIMS UNDER TORT, CONTRACT, CORPORATE, AND EMPLOYMENT LAWS. ANY COURT PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT A JURY.

14.20 Notices. All communications relating to matters arising under this Plan

1A-6-26 must be in writing and will be deemed to have been duly given when hand delivered or mailed by reputable overnight carrier or United States certified mail, return receipt requested, addressed, if to a Participant, to the address on file with the Company and, if to the Company, to Evolution Development Group, Inc., 10949 Esteban Drive, Ft. Myers, Florida 33912, Attn: President, or to such other address as a person may have furnished to the other in writing in accordance with this Section, except that notice of a change of address will be effective only upon actual receipt. A validly given and delivered communication with respect to this Plan will be effective and “received” for purposes of this Plan on the earlier of (a) the day when it is actually received, if it is delivered personally or by commercial courier, or (b) the fifth day after it is postmarked by the United States Postal Service, if it is delivered by first class, postage prepaid, United States certified mail.

14.21 Recurring Words; Interpretation. As used in this Agreement, (a) the words “include” and “including” are always without limitation, (b) the word “days” refers to calendar days, including Saturdays, Sundays, and holidays, (c) words in the singular number include words in the plural number and vice versa, (d) the word “law” includes a code, rule, statute, ordinance, or regulation and the common law arising from final, non-appealable decisions of state and federal courts in the United States of America, (e) the term “governmental authority” includes a government, a public body or authority, and any domestic governmental body, unit, agency, authority, department, or subdivision, whether local, state, regional, or national, (f) “beneficiary” means any person designated in accordance with Section 14.14 that is entitled to receive benefits, if any, under this Plan that are payable upon or after a Participant’s death pursuant to the terms of this Plan, and (g) the word “person” includes, in addition to a natural person, a trust, group, syndicate, corporation, cooperative, association, partnership, business trust, joint venture, limited liability company, unincorporated organization, and a governmental authority. No rule of strict construction will be applied against the Company, the Board, or any other person in the interpretation of any of the terms of this Plan, any Award Agreement, or any rule or procedure established by the Board. The titles, captions, and headings preceding the text of the sections of this Plan have been inserted solely for convenient reference and neither constitute a part of this Plan nor affect its meaning, interpretation, or effect.

1A-6-27

14.22 Effective Date of Plan. This Plan will become effective as of the Effective Date, but no Award may be exercised (or, in the case of a stock Award, may be granted) unless and until this Plan has been approved by the shareholders of the Company, which approval must be within 12 months before or after the date this Plan is adopted by the Board.

14.23 Successors; Non-Transferability. The Company shall require any successor (whether direct or indirect, by merger, purchase, consolidation, or otherwise) to all or substantially all the assets or business of the Company to expressly assume in writing this Plan and all obligations of the Company under this Plan in the same manner and to the same extent that the Company would be so obligated if no such succession had taken place. No right or interest of any Participant under this Plan is assignable or transferable, in whole or in part, either directly, by operation of law, or otherwise, including by levy, pledge, execution, attachment, or in any manner, except by will, beneficiary, or the laws of descent and distribution. Any attempt by a Participant to sell, assign, pledge, encumber, or transfer an Award or any benefit or right under this Plan or any Award Agreement in contravention of this Section will be ineffective and will render the Award, benefit, or right null and void.

14.24 No Right to Continued Employment; Impact on other Plans. Nothing contained in this Plan or any Award Agreement (a) confers on any Participant any right to continue in the employ of, as a Director of, or as a Consultant to, the Company or any of its Affiliates, (b) constitutes any contract or agreement of employment or consultancy, (c) interferes in any way with the right of the Company or any Affiliate to terminate a Participant’s employment or relationship with the Company or the Affiliate at any time, with or without Cause, or (d) affect in any way a Participant’s rights under any other plan or agreement with the Company or any of its Affiliates, including any employment agreement, consulting agreement, or severance plan, policy, or agreement. By accepting any Award under this Plan, a Participant acknowledges that this Plan is an extraordinary benefit and not part of normal or expected salary or compensation for any purpose. Amounts paid under this Plan will not be taken into account to increase any benefits provided, or continue coverage, under any other plan, policy, program, or arrangement of the Company or any Affiliate, except as otherwise expressly provided in the other plan, policy, program, or arrangement.

14.25 Acknowledgements and Disclaimers. Participants and their heirs, beneficiaries, successors, and assigns have no legal or equitable claims, rights, or interests in any assets or property of the Company. Amounts payable under this Plan are not and will not be transferred into a trust or otherwise set aside, and the Company has no obligation to set aside, segregate, establish reserves, or otherwise fund before payment, any amounts for purposes of funding any Award. For purposes of the payment of benefits under this Plan, any and all of the Company’s assets will be, and will remain, the general, unpledged unrestricted assets of the Company. To the extent the Company has any payment obligations under this Plan, the Company’s obligations under this Plan will be merely that of a simple unfunded and unsecured promise to pay money or provide other property in the future. To the extent that any person acquires a right to receive payment from the Company under this Plan, that right will be no greater than the right of any unsecured general creditor of the Company.

14.26 Execution. To record the adoption of this Plan, the Company has caused its authorized officer to execute this Plan.

EVOLUTION DEVELOPMENT GROUP, INC.

By: Anthony S. Tann, Vice President

Evolution Development Group, Inc. 2018 Equity Incentive Plan Page 23

EMPLOYMENT AGREEMENT (Michael L. Perry) 1A-6-28

This Employment Agreement (this “Agreement”) is executed by the undersigned employee (“Executive”) and Evolution Development Group, Inc. (“Employer”), a Florida corporation, to record their following agreement:

1. Employment.

Subject to the terms and conditions of this Agreement, Employer employs Executive in the capacity stated on Addendum A, and Executive shall serve as an employee of Employer in that capacity. Executive shall diligently perform to the satisfaction of Employer and under the direction of Employer’s Chief Operating Officer the duties that are stated in this Agreement and any additional duties that are assigned to Executive from time to time by Employer. Additionally, Executive shall, if requested, also serve as an officer or director of any Affiliate for no additional compensation.

At all times while employed by Employer, Executive shall devote Executive’s full, best, and dedicated efforts and all of Executive’s working hours (subject to holidays, sick leave, vacation time, and any other absent time allowed by Employer) to the faithful performance of Executive’s employment duties, shall exclusively serve and promote the business interests of Employer in good faith, with loyalty and fidelity, and shall comply with all laws and all rules, policies, practices, directives, procedures, and regulations of Employer. This Agreement does not restrict Executive’s right while employed by Employer to make passive investments in other businesses that do not require any active services or participation on Executive’s part or to engage in any business activity described on Addendum A or any other business activities approved by the Board of Directors of Employer (the “Board”), so long as those authorized business activities do not interfere with the performance of Executive’s employment duties. Employer does not have any interest in the gains, profits, or income that Executive derives from his passive investments or authorized business activities. In addition, Executive may serve in any volunteer capacity with one or more civic, trade, religious, charitable, and educational organizations, so long as the volunteer service does not interfere with the performance of Executive’s employment duties.

2. Compensation.

Until the termination of Executive’s employment under this Agreement, and for all services rendered by Executive for the benefit of Employer or any existing or future parent, subsidiary, or other business organization with which Employer must consolidate the reporting of its financial information pursuant to generally accepted accounting principles (an “Affiliate” ), Employer shall pay to Executive the salary specified on Addendum A in installments in accordance with Employer’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly, subject to adjustment at any time in the sole discretion of Employer. If Executive’s employment with Employer under this Agreement does not begin on the first day of a pay period, Executive’s salary for the first and last pay periods under this Agreement will be prorated based on the actual number of work days that Executive was employed by Employer during the pay period. Executive is not entitled to any severance compensation on the termination of his employment, except as stated in this Agreement.

Employer may withhold from any amount payable under this Agreement any local, state, federal, or foreign taxes in order for Employer to satisfy any withholding tax obligation it may have under any applicable law. Any amounts payable under this Agreement are subject to any policy (whether in existence as of the Effective Date or later adopted) established by Employer providing for clawback or recovery of amounts that were paid to Executive. Employer will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law.

3. Fringe Benefits.

Employer shall provide or make available to Executive the fringe benefits that are generally provided or made available to all its employees, as in effect from time to time, on terms and conditions at least as favorable as those benefits are provided to its other employees, consistent with Employer’s practices and governing benefit plan requirements (including plan eligibility provisions). All fringe benefits provided generally by Employer to all its employees are subject to revision, deviation, or elimination at any time in any way in the sole discretion of Employer. Executive does not have any entitlement to the continuation of any fringe benefit or other employment practice of Employer.

1A-6-29 4. Business Expenses.

Employer shall fully reimburse Executive for all travel, lodging, entertainment, and other out-of-pocket expenses that are incurred by Executive in the good faith performance of Executive’s employment duties under this Agreement and that Employer (in its sole discretion) determines to be both reasonable in amount and ordinary and necessary to Employer’s business. In addition, all travel by Executive in connection with Employer’s business must be approved in advance by Employer’s President or any other officer of Employer who is designated by the President of Employer to approve business travel by Executive. As a condition of reimbursement of expenses, Executive shall submit to Employer appropriate evidence and itemization of all reimbursable expenses in accordance with Employer’s expense reimbursement policies, practices, and procedures.

5. Term of Employment; Effective Date.

(a) Employment Term. Subject to the termination provisions of this section, the period of Executive’s employment by Employer under this Agreement is for the initial term stated on Addendum A and will renew automatically for successive one-year terms on January 1 of each year after the initial term, unless either party notifies the other to the contrary at least 30 days before the end of the then-current term of employment. As used in this Agreement, the term “Employment Period” means the initial period of employment specified on Addendum A and includes any and every renewal period of employment. The restrictive covenants of Executive in section 10 will survive the termination of Executive’s employment with Employer under this Agreement for the periods of time specified in that section.

Executive’s employment with Employer pursuant to this Agreement is terminable by either party at any time before the expiration of the Employment Period, with or without cause or good reason, with 30 days’ advance written notice, except for a termination by Employer “with cause.” A termination of Executive’s employment under this Agreement will be effective on the 30th day after the effective date of the notice of resignation or termination, except that a termination by Employer “with cause” will be effective on the date when the party terminating the employment notifies the other party of the termination, specifying the reason for the termination. Notwithstanding the effective date of a termination, Employer may require Executive to cease working for Employer and refrain from entering the business premises of Employer at any time after Employer notifies Executive or Executive notifies Employer of the termination. In addition, if Executive is arrested or indicted for a felony criminal offense, Employer in its sole discretion may suspend Executive without pay from providing services to Employer, without terminating Executive’s employment under this Agreement.

Employer may terminate Executive’s employment “with cause” for any of the following reasons:

(i) Executive knowingly violates any law (other than a traffic violation or similar offense);

(ii) Executive engages in any conduct or activity that is injurious to the reputation of Executive or Employer;

(iii) Executive violates any rules, policies, practices, directives, procedures, or regulations of Employer;

(iv) Executive fails to perform the duties reasonably assigned to Executive pursuant to this Agreement;

(v) Executive breaches any provision of this Agreement and does not cure the breach within 30 days after Employer gives Executive notice of the breach;

(vi) Executive disregards or fails to perform to the satisfaction of Employer any of Executive’s obligations to Employer under this Agreement;

(vii) Executive commits a material act or omission constituting fraud, dishonesty, gross negligence, or willful misfeasance with respect to Employer, any Affiliate, or any athlete, customer, subscriber, or supplier of Employer or any Affiliate or any sponsor of any Employer athlete;

1A-6-30 (viii) Executive intentionally takes any action or omits to take any action that results (or is reasonably likely to result) in a significant and reasonably foreseeable detriment to Employer, including making an unauthorized disclosure of any “Proprietary Information” (as defined in section 10) or giving any competitor of Employer assistance in the conduct of its business;

(ix) Executive aids, abets, or commits any theft, conversion, or embezzlement from Employer, any Affiliate, or any athlete or athlete sponsor, or any criminal offense (whether a felony or a misdemeanor) that involves moral turpitude that materially and adversely affects Employer or Executive’s ability to perform to the reasonable satisfaction of Employer any significant employment duties or other obligations of Executive under this Agreement;

(x) Executive breaches a fiduciary duty of loyalty owed to Employer as an officer or director of Employer by knowingly engaging (without disclosure to and approval of the Board) in any act that constitutes the receipt of an improper personal benefit, the usurpation of a business opportunity of Employer, or a transaction with Employer in which Executive has a conflict of interest with Employer;

(xi) Executive accepts any property or payment (including a commission) from a third party doing business with Employer or any Affiliate without turning over the property or payment to Employer, the appropriate Affiliate, or the designee of Employer or the Affiliate or Executive makes any payment or transfers any property to any person for the purpose of inducing the person to do business (or continue to do business) with Employer or any Affiliate, except for payments for goods and services provided on standard terms and conditions in the usual and ordinary course of business; or

(xii) Executive refuses to submit to a drug or alcohol test to be administered by or on behalf of Employer in accordance with any drug-free workplace program established by it pursuant to applicable law; or the result of any drug or alcohol test administered to Executive by or on behalf of Employer pursuant to its drug- free workplace program indicates the presence in Executive’s system of alcohol, a narcotic, a barbiturate, or a controlled substance at a level prohibited by that drug-free workplace program; or Employer determines in good faith, based on the results of one or more drug or alcohol tests administered to Executive by or on behalf of Employer pursuant to its drug-free workplace program, that Executive demonstrates a dependence on alcohol, narcotics, barbiturates, or controlled substances.

The determination as to whether any reason for the termination of Executive’s employment with cause exists or has occurred will be made in good faith by Employer. For purposes of this Agreement, a termination of Executive’s employment with Employer under this Agreement will be “without cause” if Employer terminates Executive’s employment for any reason other than death or with cause.

In addition, during and after the period of Executive’s employment with Employer pursuant to this Agreement, Executive shall cooperate with Employer and its Affiliates, and furnish to Employer or any Affiliate any information regarding Employer, any Affiliate, or the business affairs of Employer or any Affiliate that Executive possesses, as reasonably requested by Employer with reasonable advance notice in connection with any claim or legal action in which Employer is or becomes a party. Employer shall reimburse Executive for reasonable expenses incurred in connection with Executive’s cooperation and, to the extent that Executive is required to spend substantial time on these matters, Employer shall compensate Executive at an hourly rate based on Executive’s Salary on the Termination Date.

(b) Effective Date. This Agreement will not become effective, notwithstanding the execution and delivery by its parties, until the Effective Date (as defined below) and will become effective only if the conditions set forth in this section 5(b) occur. This Agreement will become effective as of October 4, 2018 (the “Effective Date”), only if (i) Employer has raised, in the aggregate, $4,000,000 in proceeds from its securities offerings, whether pursuant to Regulation D, Regulation A+, or otherwise (the “Offerings”), and (ii) both parties have executed this Agreement and delivered a signed copy to the other party. On the date on which Employer receives proceeds from the Offerings that in the aggregate have provided $4,000,000 in [gross/net] offering proceeds to Employer (the “Closing Date”), this Agreement will become effective as of the Effective Date. Within 30 days after the Closing Date, Employer shall pay to Executive all salary specified in this Agreement for the period beginning on October 4, 2018, through the Closing Date in a lump sum.

1A-6-31 Notwithstanding the foregoing, Employer may declare this Agreement null and void at any time before the Closing Date by notice to Executive, for any reason or no reason at all and, if Employer declares this Agreement null and void in accordance with this section 5(b), this Agreement will have no force and effect and no party to this Agreement will have any duty, liability, or obligation to the other party as a result of the execution and delivery of this Agreement.

6. Severance Benefits.

If Employer terminates the employment of Executive “without cause,” Employer shall pay to Executive, as severance compensation, his base salary in effect as of the effective date of the termination of Executive’s employment with Employer under this Agreement (the “Termination Date”) for a period of six months after the Termination Date. The severance compensation payable to Executive pursuant to this Agreement will not be reduced by the amount of any income that Executive earns or could earn from alternative employment during the remainder of the employment period. Employer waives any duty that Executive might have under law to mitigate damages by seeking alternative employment.

7. Death of Executive.

8. Intellectual Property Rights.

While employed by Employer and when Executive ceases to be employed by Employer for any reason, Executive shall promptly and fully disclose in writing to Employer, and hold in trust for the sole right and benefit of Employer, all copy, ideas, plans, designs, methods, scripts, concepts, processes, formulae, recordings, techniques, discoveries, inventions, know-how, developments, improvements, trade secrets, advertising and promotional materials, computer programs, software, applications, specification, source codes, and object codes, operating systems, software development, and other proprietary data, records, knowledge, and information that Executive solely or jointly knows, creates, conceives, develops, or reduces to practice while employed by Employer (collectively “Intellectual Property”), whether or not patentable or capable of copyright or trademark registration, and whether or not created, conceived, developed, or reduced to practice during normal working hours, at the request of Employer, or before or after the execution date of this Agreement. By executing this Agreement, Executive assigns and transfers unconditionally all of Executive’s right, title, and interest in and to all Intellectual Property to Employer. While employed by Employer and at all times thereafter, Executive shall do all things, and execute all documents, including applications for patents, copyrights, and trademarks, and for renewals, extensions, and divisions thereof, that Employer may reasonably request to create, enforce, or evidence Employer’s rights to any Intellectual Property. If Employer is unable for any reason whatsoever to obtain Executive’s signature or assistance, Executive irrevocably appoints Employer, and each of its officers, as Executive’s agent and attorney-in-fact, with full power of substitution, to sign, execute, and file in the name and behalf of Executive any document required to prosecute or apply for any foreign or United States patent, copyright, trademark, or other proprietary protection, including renewals, extension, and divisions, and to do all other lawful acts to further the issuance or prosecution of a patent, copyright, trademark, or other proprietary protection, all with the same legal force and effect as if done or executed by Executive.

9. No Other Employment Restrictions.

Executive represents and warrants to Employer that Executive is not a party to any restrictive covenant limiting Executive’s right to work or perform services for Employer in any capacity. Executive shall indemnify and hold harmless Employer and its Affiliates from all costs, damages, and liabilities that any of them incurs in connection with any claim or lawsuit arising out of any restrictive contract, covenant, or agreement to which Executive is subject on the date of this Agreement or, if earlier, the date when Executive first became an employee of Employer or any Affiliate. For avoidance of doubt, as used in this section, the word “costs” has the meaning indicated in section 18. In addition, Executive and Employer agree that it is important for any prospective employer to be aware of this Agreement, so that disputes concerning this Agreement can be avoided in the future. Therefore, Executive shall notify any subsequent employer of the restrictive covenants contained 1A-6-32 in this Agreement and deliver a copy of that notice to Employer before Executive commences employment with any subsequent employer. In addition, Executive authorizes Employer to provide a copy of this Agreement to third parties, including Executive’s subsequent, anticipated, or possible future employer. To the extent that they exist, Executive will not disclose to Employer or any Affiliate any of Executive’s previous employer’s trade secrets or confidential information.

10. Restrictive Covenants.

Executive understands and acknowledges that Employer and its Affiliates have invested, and continue to invest, substantial time, money, and specialized knowledge into developing their resources, creating fan, customer, sponsor, subscriber, and athlete bases, generating fan, customer, sponsor, subscriber, and athlete lists and potential fan, customer, sponsor, subscriber, and athlete lists, training its employees, and improving its offerings in its industry. Executive understands and acknowledges that as a result of these efforts, Employer and its Affiliates have created, and continue to use and create Proprietary Information (as defined below). This Proprietary Information provides Employer and its Affiliates with a competitive advantage over others in the marketplace.

In the course of employment, Executive will have access to trade secrets, other valuable or confidential business information of Employer and its Affiliates (such as business records, financial information, and lists of vendors, employees, suppliers, athletes, sponsors, subscribers, and customers), and relationships with existing or prospective vendors, employees, suppliers, athletes, sponsors, customers, subscribers, contractors, consultants, and independent contractors of Employer and its Affiliates. Accordingly, to protect the legitimate business interests of Employer and its Affiliates, Executive shall not do any of the following, directly or indirectly, in any capacity, either for personal benefit or on behalf of any other person:

(a) After ceasing for any reason to be employed by Employer, Executive shall (i) return to Employer, and shall not retain or remove without Employer’s advance written consent, any Employer property, including any key, list, data, disk, book, file, tape, record, report, manual, contract, design, sketch, drawing, formula, key card, flash drive, other removable information storage device, hard drive, diskette, appraisal, document, schedule, computer program, software, object code, source code, specification, access card, identification card, security device, Employer credit card, network access device, computer, cell phone, smart phone, equipment, work product, e-mail message, or other tangible property or written or electronic “Proprietary Information” (as defined below) regarding the business and financial affairs of Employer or any Affiliate, except for items that are strictly personal (such as tax forms, payroll slips, and Executive’s copy of this Agreement); and (ii) delete or destroy all copies of any such documents and materials not returned to Employer that remain in Executive’s control or possession, including those stored on any non-Employer devices, networks, storage locations, and media in Executive’s control or possession.

(b) At any time while or after Executive is employed by Employer, and except to the extent expressly authorized by the President of Employer in the course of performing employment duties, Executive shall (i) treat as strictly confidential and not directly or indirectly reveal, divulge, disclose, communicate, duplicate, or make available for any reason or in any manner, to any person whatsoever (including other employees of Employer or any Affiliate not having a need to know and authority to know and use the Proprietary Information in connection with the business of Employer or any Affiliate and, in any event, not to anyone outside of the direct employ of Employer or any Affiliate except as required in the performance of Executive’s authorized employment duties to Employer, in each instance (and then, such disclosure shall be made only within the limits and to the extent of those duties or consent)), any Proprietary Information (as defined below); and (ii) not access or use any Proprietary Information, and not to copy any files, media, records, documents, or other resources containing any Proprietary Information, or remove any files, media, records, documents, or other resources from the premises or control of Employer, except as required in the performance of Executive’s authorized employment duties to Employer or with the prior consent of the President of Employer acting on behalf of Employer in each instance (and then, the disclosure shall be made only within the limits and to the extent of the duties or consent). Nothing in this Agreement shall be construed to prevent disclosure of Proprietary Information as may be required by applicable law or pursuant to the valid order of a court of competent jurisdiction or an authorized governmental authority, provided that the disclosure does not exceed the extent of disclosure required by the law or order. Executive shall promptly provide written notice of any such order to the President of Employer.

1A-6-33 (c) For a period of 24 full months after the Termination Date, Executive shall not: (i) hire, recruit, or offer to hire any person who is or was an athlete, employee, consultant, or independent contractor of Employer or any Affiliate at any time during the six months preceding the date when the person was hired, first recruited, or offered employment or an agreement by Executive; (ii) induce, solicit, influence, or attempt to influence any athlete, employee, consultant, or independent contractor of Employer or any Affiliate to terminate his or her position with Employer or any Affiliate for the purpose of working for Executive or any other person, whether or not a competitor of Employer or any Affiliate; (iii) divert, contact, solicit, do business with, provide services to, target any selling, marketing, or promotional efforts at, or attempt to do any of the foregoing with any person who is an existing or prospective athlete, subscriber, or customer of Employer or any Affiliate, or any athlete sponsor or has been an athlete, subscriber, or customer of Employer or any Affiliate or an athlete sponsor at any time within 12 full months before the Termination Date, for the purpose of diverting, soliciting, or accepting any business in competition with Employer or any Affiliate; (iv) persuade or attempt to persuade any agent, vendor, supplier, athlete, customer, contractor, consultant, sales representative, independent contractor, athlete sponsor, or other person who has a business relationship with Employer or any Affiliate to cease to do business with Employer or any Affiliate, reduce the amount of business that it historically has done with Employer or any Affiliate, or otherwise adversely alter its business relationship with Employer or any Affiliate; or (v) accept any payment from a customer or other third party doing business with Employer or any Affiliate (including a fee or commission) without turning over the payment to Employer or its designee;

(d) For a period of 24 full months after the Termination Date, Executive shall not (i) perform any act or make any statement that is intended to advance the interest of any existing or prospective competitor of Employer in any way that is reasonably foreseeable to be detrimental to the business interests of Employer or (ii) engage in any business, allow Executive’s name to be associated with any activity or business, acquire an interest in, or serve as an agent, lender, member, manager, officer, partner, director, employee, investor, promoter, proprietor, consultant, stockholder, representative, or independent contractor of, any business that competes with any business in which Employer or any Affiliate (and their respective assignees and successors in interest) engages, or has engaged at any time within two years before the Termination Date, within any country where Employer or any Affiliate transacts business, including any country where Employer or any Affiliate solicits or accepts business from or on behalf of any athlete, customer, subscriber, or sponsor or sells, markets, processes, or manufactures any product or service for itself or on behalf of any athlete; and

(e) While employed by Employer and at all times thereafter, Executive will not make, publish, or communicate to any person or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Employer, any Affiliate, or any of their respective businesses, or any of their employees, officers, or directors or any existing and prospective athletes, subscribers, sponsors, customers, suppliers, investors, and other associated third parties; provided however, that this clause (e) does not, in any way, restrict or impede Executive from exercising protected rights to the extent that those rights cannot be waived by agreement or from complying with any applicable law or a valid order of a court of competent jurisdiction or an authorized governmental authority, provided that the compliance does not exceed that required by the law or order. Executive shall promptly provide written notice of any such order to the Board.

As used in this Agreement, “Proprietary Information” means all information concerning Employer or any Affiliate that is confidential, proprietary, or not readily available to the general public, however and whenever acquired by Executive, whether or not in writing, whether or not developed by Executive, whether or not a trade secret or marked or designated as “secret” or “confidential,” and whether obtained by Executive before or after the date this Agreement, and includes the following: (i) all information regarding intellectual property of Employer or any Affiliate; (ii) all financial data, budgets, reports, forecasts, schedules, statements, and projections and accounting records and information; (iii) information identifying or tending to identify any agents, vendors, sponsors, licensors, licensees, subscribers, customers, employees, suppliers, athletes, investors, contractors, or consultants with whom Employer or any Affiliate has a business relationship or seeks to have a business relationship; (iv) information regarding the plans, markets, products, services, pricing, operations, programs, contracts, controls, prospects, capital projects, agreements, transactions, negotiations, personnel records, research and development, business plans and strategies, and methods, processes, procedures, and techniques of business operation of Employer or any Affiliate; and (v) every study, report, summary, analysis, notation, synopsis, compilation, and other document that is prepared by or for Employer or any Affiliate and contains or reflects any of the foregoing information concerning Employer or any Affiliate, but excludes in each case information that is readily available to the general public or is required to be disclosed by law, to establish a legal defense, or to respond in good faith to a valid inquiry, request, or subpoena by a court or governmental authority (but only if Executive 1A-6-34 promptly notifies the Board of any disclosure that is requested or mandated by a court or governmental authority, so Employer has an opportunity to seek a protective order).

The restriction in clause (d) of this section applies to passive investments in any corporation or other business organization, except for a passive investment of less than $50,000 in less than 5% of the outstanding common stock of any publicly traded company that has more than 500 shareholders of record. At the request of Employer at any time during or after Executive’s employment with Employer, Executive shall grant Employer access to any personal computer, lap top computer, hand-held computer, personal data assistant, personal communication service device, and computer tapes, disks, diskettes, hard drives, flash drives, and other electronic storage devices that are used or owned by Executive, for the purpose of determining whether they contain any Proprietary Information that should be returned to Employer or any Affiliate.

Executive’s obligations to Employer under the preceding covenants are independent of any other obligation between Employer and Executive (including any obligation under this Agreement or any other agreement between Employer and Executive and any obligation that otherwise arises from any aspect of the employment relationship between Employer and Executive) and are not subject to any set-off, defense, deduction, or counterclaim based on any claim that Executive might have against Employer or any Affiliate. In addition, Executive acknowledges and stipulates to the following:

(A) The preceding covenants are in consideration for, and a necessary condition of, Executive’s service or continued service as an employee of Employer;

(C) the amount of Executive’s compensation reflects, in part, Executive’s obligations and Employer’s rights under section 10 of this Agreement, Executive has no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced in this Agreement in connection with those restrictive covenants, and Executive will not be subject to undue hardship by reason of Executive’s full compliance with the terms and conditions of section 10 of this Agreement or Employer’s enforcement of those covenants;

(D) All the information described in clauses (a) and (b) of this section is unique, special, and valuable property of Employer or its Affiliates that constitutes either trade secrets under the Uniform Trade Secrets Act of the State of Florida or other valuable or confidential business information; and

(E) The preceding restrictions are reasonable as to time, geographical area, and line of business and are reasonably necessary to protect legitimate business interests of Employer and its Affiliates, including trade secrets, other valuable confidential or business information, substantial relationships with vendors, suppliers, athletes, sponsors, subscribers, investors, consultants, independent contractors, and existing or prospective customers with whom Employer or any Affiliate has or seeks a business relationship, and the goodwill associated with the trade names of Employer and its Affiliates, their ongoing businesses, and the trade areas in which they operate.

To the extent the duration, geographical area, or line of business of any of the preceding restrictions would cause them to be unenforceable, the restrictions automatically will be reformed for purposes of enforcement to a duration, geographical area, or line of business that is valid and enforceable. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the enforcement of the restriction as stated in any other jurisdiction in which it is enforceable as stated. Also, the invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the restriction in another jurisdiction where it is otherwise valid. The duration of every restriction set forth in this section will be extended by any period of time during which Executive is in breach of the obligation.

Notwithstanding any other provision of this Agreement:

(1) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

1A-6-35 (A) is made (i) in confidence to a local, state, or federal government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(2) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets, except pursuant to court order.

Executive understands and acknowledges that Executive’s obligations under this Agreement with regard to any particular Proprietary Information shall commence immediately upon Executive first having access to the Proprietary Information (whether before or after Executive begins employment by Employer) and shall continue during and after Executive’s employment by Employer until such time as the Proprietary Information has become public knowledge other than as a result of the Executive's breach of this Agreement or breach by those acting in concert with Executive or on Executive’s behalf.

11. Remedies.

If Executive breaches any covenant in section 10 and fails to cure the breach to the reasonable satisfaction of Employer within ten days after Employer gives Executive notice of the breach, Employer will be excused from paying or performing any liability or obligation owed to Executive under this Agreement (including any salary, incentive bonus, or fringe benefits) and, without limiting or excluding any other available remedy, Employer or any Affiliate will be entitled to the following remedies:

(b) Recovery from Executive of the actual loss or damage suffered by Employer as a result of the breach through the date when a court enters an injunction against the conduct or activity constituting the breach;

(c) Reimbursement from Executive of all costs incurred by Employer and its Affiliates in enforcing the covenant or otherwise defending or prosecuting any mediation, arbitration, or litigation arising out of the covenant; and

(d) Recovery from Executive of any and all compensation paid to Executive by Employer after the termination date of Executive’s employment with Employer, together with interest, from the date when paid by Employer until the date when repaid by Executive, at the statutory annual rate then provided by Florida law for the payment of interest on judgments generally.

Employer and its Affiliates may exercise any of the foregoing remedies concurrently, independently, or successively. If Executive becomes indebted to Employer for any reason during or after the term of Executive’s employment with Employer, Employer may (but is not obligated to) setoff and collect any amount due Employer from Executive out of any salary, incentive bonus, severance compensation, expense reimbursement, or other amount that it owes to Executive.

12. Employer’s Property.

Any and all keys, books, manuals, vehicles, computers, telephones, equipment, calculators, customer, subscriber, sponsor, prospect, investor, referral, and athlete lists, business records, personal digital assistants, and other items of property that are entrusted or furnished to Executive by Employer in connection with Executive’s employment are the property of Employer. Executive shall use all that property safely, lawfully, properly, carefully, and only in furtherance of the business of Employer and shall return all that property to Employer at its request or on the termination of Executive’s employment with Employer, whichever occurs first.

13. Security and Access.

1A-6-36 Executive shall (a) comply with all Employer security policies and procedures in force from time to time, including those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Employer intranet, internet, social media, and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords, and any and all other Employer facilities, IT resources, and communication technologies (collectively, “Facilities and Information Technology Resources”); (b) not access or use any Facilities and Information Technology Resources except as authorized by Employer; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of Executive’s employment by Employer, whether termination is voluntary or involuntary. Executive shall notify Employer promptly in the event Executive learns of any violation of the foregoing covenants by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Employer property or materials by others.

14. Drug Testing.

Executive acknowledges that, in compliance with any policy or program adopted by Employer to promote a drug-free workplace, Employer may require Executive to submit to random tests for the presence of drugs or alcohol and terminate Executive’s employment with Employer on receipt of a confirmed positive test result. Executive understands that it is a condition of Executive’s employment to refrain from taking illicit drugs on or off the job and to submit to drug testing in accordance with any drug-free workplace policy or program established by Employer. If Executive suffers a work-related injury and refuses to submit to a test for drugs or alcohol, Executive will forfeit Executive’s eligibility for medical benefits, if Employer offers medical benefits as a fringe benefit to its employees.

15. Dispute Resolution.

Executive and Employer shall resolve in the manner provided in this section any claim, dispute, or controversy between them that arises out of, or with respect to, this Agreement or any aspect of Executive’s employment relationship with Employer (a “Dispute”).

(a) Compulsory Non-Binding Mediation. If Executive and Employer are unable to resolve a Dispute by mutual agreement, they shall promptly attempt in good faith to resolve the Dispute by non-binding mediation in Fort Myers, Florida, in accordance with the Model Procedure for Mediation of Business Disputes of the CPR Institute for Dispute Resolution, 30 East 33rd Street, 6th Floor, New York, New York 10016; Telephone: (212) 949-6490; Fax: (212) 949-8859; E-mail: [email protected], within 30 days after the appointment of a mediator who is mutually acceptable to Executive and Employer. Either Executive or Employer may elect to submit a Dispute to mediation by delivering written notice to the other party. If Executive and Employer reach a mutually acceptable settlement of the Dispute during the mediation, they shall record the settlement in a written settlement agreement that will be binding on both of them. Neither Executive or Employer shall terminate the mediation unless each of them has participated (or been afforded an opportunity to participate) in the mediation and are unable to agree on a settlement. Mediation discussions between Executive and Employer and opinions of the mediator are confidential and are not permitted to be relied on, referred to, or introduced as evidence in any subsequent litigation, arbitration, or other legal proceeding. All applicable statutes of limitation will be tolled during the pendency of mediation, and Executive and Employer shall take any and all action that is necessary to accomplish that tolling.

Except as otherwise provided in the next sentence, the parties to the Dispute shall share equally the costs of mediation, including the fees of the mediator and any rental or other cost of obtaining a place for the mediation, but excluding their own expenses and attorney fees and costs. If either party or its primary legal counsel fails to attend the mediation conference, that party shall reimburse the other party, on demand, for the other party’s reasonable cost of attending the mediation conference, including the mediator’s fee and the other party’s attorney fees and expenses.

(b) Litigation or Arbitration. If a Dispute is not resolved pursuant to mediation within 60 days after the initiation of the mediation, either Executive or Employer may elect to settle the Dispute by initiating litigation on ten days’ advance written notice to the other party or by submitting the Dispute to binding arbitration in accordance with the Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution.

1A-6-37 (c) Binding Arbitration. Either Executive or Employer may commence binding arbitration of the Dispute by giving the other party a notice of arbitration in accordance with the CPR Rules for Non-Administered Arbitration and any related commentary. The arbitration will be conducted in the English language by a sole arbitrator and governed by the Florida Arbitration Act and the substantive laws of the State of Florida. The arbitrator shall hear and decide the Dispute based on the evidence produced, notwithstanding the failure or refusal to appear by a party who has been duly notified of the date, time, and place of the arbitration hearing. The arbitrator shall render a decision in writing within 30 days after the conclusion of the arbitration hearing.

If a party elects to arbitrate a Dispute before a lawsuit is filed with respect to the subject matter of the Dispute, arbitration will be the sole and exclusive method of resolving the Dispute, the other party or parties to the Dispute must arbitrate the Dispute, and each party to the Dispute will be barred from filing a lawsuit concerning the subject matter of the arbitration, except to avoid the lapse of a statute of limitations or to obtain an equitable remedy as provided in section 15(f). A party’s right to resolve a Dispute by arbitration does not restrict the party from instituting litigation to resolve the Dispute, unless another party to the Dispute has previously submitted the Dispute to binding arbitration. The filing of a lawsuit by a party to the Dispute before any other party to the Dispute has given a notice of arbitration in accordance with the Rules for Non- Administered Arbitration of the CPR Institute for Dispute Resolution will bar and preclude all the parties from submitting the subject matter of the lawsuit to arbitration while the lawsuit is pending.

(d) Selection of Arbitrator. The arbitration will be conducted by a Florida corporate lawyer who is rated “AV” by Martindale-Hubbell Law Directory, who is selected by agreement of Executive and Employer, and who is independent (not a lawyer or relative of Executive, Employer, any officer, director, or shareholder of Employer) without any economic or financial interest of any kind in the outcome of the arbitration. If Executive and Employer cannot agree on an arbitrator within 15 days after the effective date of the notice of arbitration, the party who submitted the Dispute to arbitration shall circulate to the other party a list of ten Florida corporate lawyers who are licensed to practice law in the State of Florida, are rated “AV” by Martindale-Hubbell Law Directory, and are acceptable to it to serve as arbitrator of the Dispute. The party receiving the list of proposed arbitrators shall select the arbitrator from that list and notify the other party of its selection within 15 days after receiving the list of proposed arbitrators. A party who fails to select an arbitrator within the prescribed 15-day period waives the right to select an arbitrator, and the other party will be entitled to choose the arbitrator for the arbitration from the list of lawyers provided by the party who submitted the Dispute to arbitration. If for any reason neither Employer or Executive selects an arbitrator within the 15-day period, or if there are multiple parties to the Dispute and they do not agree on the selection of an arbitrator from the list provided by the party who submitted the Dispute to arbitration, the arbitrator will be selected by the CPR Institute for Dispute Resolution based on the criteria stated above. Employer and Executive shall pay on a pro rata basis all fees and expenses charged by the CPR Institute for Dispute Resolution for its services in selecting an arbitrator.

(e) Arbitration Award. The award of the arbitrator will be final and binding as to all the parties to the Dispute and will not be subject to appeal, review, or re-examination by a court or the arbitrator, except for fraud, perjury, manifest clerical error, or evident partiality or misconduct by the arbitrator that prejudices the rights of a party to the arbitration. The award of the arbitrator may include an award of any damages other than treble, special, punitive, exemplary, or consequential damages, and, pursuant to the pleading of either party to the Dispute, any court having jurisdiction may enter a judgment of any award rendered in the arbitration.

(f) Equitable Remedies; Enforcement Litigation. Whether or not a Dispute is submitted to binding arbitration, Employer and Executive will retain all rights to obtain injunctive relief and other equitable remedies to enforce their respective rights. Without limiting the generality of the foregoing, Employer or Executive may (i) petition a court of competent jurisdiction to enter a temporary restraining order or preliminary injunction to preserve the status quo pending resolution of any arbitration proceeding, and (ii) commence a proceeding in any court of competent jurisdiction to enforce any arbitration award or a settlement resulting from mediation or negotiation between them.

(g) Governing Law. The validity, enforcement, construction, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions.

(h) Venue and Jurisdiction. With respect to any lawsuit that arises out of this Agreement or Executive’s employment relationship with Employer, whether based on a claim or counterclaim arising before or after the 1A-6-38 Effective Date, and regardless of the legal nature of the claim or counterclaim, Executive and Employer (i) consent to the personal jurisdiction of the state and federal courts having jurisdiction in the State of Florida, (ii) stipulate that a proper and convenient venue for any legal proceeding arising out of this Agreement is the Circuit Court for Lee County, Florida, for a state trial court proceeding, and the United States District Court for the Middle District of Florida, Fort Myers Division, for a federal trial court proceeding, and (iii) waive any defense, whether asserted by motion or pleading, that those venues are improper or inconvenient.

(i) Waiver of Jury Trial. Executive and Employer knowingly, voluntarily, and intentionally waive the right to a jury trial in any lawsuit between them (or between Executive and any Affiliate of Employer) that arises at any time out of this Agreement or Executive’s employment with Employer, whether at law or in equity, whether based on a claim or counterclaim arising before or after the Effective Date, regardless of the nature of the claim or counterclaim, and including claims under tort, contract, corporate, and employment laws.

(j) Prevailing Party Fee Reimbursement. Each party to a Dispute that is governed by this section 15 shall pay its own costs associated with the Dispute, unless the Dispute is resolved by a court order or arbitration award. If a Dispute is resolved by a court order or arbitration award, the losing party shall reimburse the prevailing party, on demand, for all costs incurred by the prevailing party in enforcing, defending, or prosecuting the Dispute, as determined by the court or arbitrator. Nothing in this Agreement is to be interpreted to contravene the statutory right of a party to seek an award or recovery of all the party’s attorney fees and costs or otherwise defeat the remedial purpose of any applicable state or federal statute.

16. Assignment; Successors; Third-Party Beneficiaries.

This Agreement is personal to Executive, Executive shall not assign any rights or delegate any obligations under this Agreement, and any attempted assignment or delegation by Executive will be invalid and ineffective against Employer and its Affiliates. Employer may assign its rights under this Agreement (including the restrictive covenants set forth in section 10 above) without Executive’s consent to any Affiliate or any assignee or successor in interest of its business, whether pursuant to a sale, merger, sublease, assignment of lease, or sale or exchange of all or substantially all the assets or outstanding voting stock of Employer. This Agreement is binding on, and inures to the benefit of, Employer’s authorized assignees and successors. After an assignment of Employer’s rights under this Agreement, (a) every reference in this Agreement to “Employer” will include the assignee, and (b) if the assignee expressly assumes in writing or by operation of law all the liabilities of the assignor generally or under this Agreement specifically, the assignor will be released from all its obligations to Executive under this Agreement.

17. Waiver; Modification; Severability.

A waiver, discharge, amendment, or modification of this Agreement will be valid and effective only if evidenced by a writing that is signed by or on behalf of both Employer and Executive. No delay or course of dealing by a party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of any right, power, or remedy of that party, except to the extent expressly manifested in writing by that party. The failure at any time of either party to require performance by the other party of any provision of this Agreement will in no way affect the party’s right thereafter to enforce the provision or this Agreement. In addition, the waiver by a party of a breach of any provision of this Agreement will not constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself. Whenever possible, each provision of this Agreement should be construed and interpreted so that it is valid and enforceable under applicable law. If a court determines that a provision of this Agreement is unenforceable, that provision will be deemed separable from the remaining provisions of this Agreement and will not affect the validity, interpretation, or effect of the other provisions of this Agreement or the application of that provision to other circumstances to which it is enforceable, except Employer is not obligated to pay or perform any post-termination compensation owed to Executive, if any of the restrictive covenants set forth in section 10 of this Agreement are held to be invalid or unenforceable.

18. Recurring Words.

As used in this Agreement, (a) the words “include” and “including” are always without limitation, (b) the word “days” refers to calendar days, including Saturdays, Sundays, and holidays, (c) the word “law” includes a code, rule, statute, ordinance, or regulation and the common law arising from final, non-appealable decisions of 1A-6-39 state and federal courts in the United States of America, (d) the word “person” includes, in addition to a natural person, a trust, group, syndicate, corporation, cooperative, association, partnership, business trust, joint venture, limited liability company, unincorporated organization, and a governmental authority, (e) the term “governmental authority” means a government, a central bank, a securities exchange, a public body or authority, a self-regulatory organization, and any governmental body, agency, authority, commission, department, or subdivision, whether foreign, domestic, or supranational, or local, state, regional, or national, including the United States government and all agencies, branches, commissions, departments, and instrumentalities of the United States government, and (f) the word “costs” includes all the fees, costs, and expenses of experts, attorneys, mediators, arbitrators, witnesses, and supersedeas bonds, whether incurred before or after demand or commencement of legal proceedings, and whether incurred pursuant to trial, appellate, mediation, arbitration, bankruptcy, administrative, or judgment-execution proceedings.

19. Notices.

Every notice, demand, consent, approval, or other communication required or permitted under this Agreement will be valid only if it is in writing (whether or not this Agreement expressly states that it must be in writing) and delivered personally or by commercial courier or first-class, postage-prepaid, United States mail (whether or not certified or registered, and regardless of whether a return receipt is requested or received by the sender), and addressed, if to Employer, Evolution Development Group, Inc., 10949 Esteban Drive, Fort Myers, Florida 33912; and, if to Executive, to the address listed on Addendum A. A validly given notice, demand, consent, approval, or other communication will be effective on the earlier of its receipt, if delivered personally or commercial courier, or the third day after it is postmarked by the United States Postal Service, if delivered by first-class, postage-prepaid, United States mail.

20. Counterparts.

The parties may execute this Agreement in counterparts. Each executed counterpart of this Agreement will constitute an original document, and all executed counterparts, together, will constitute the same agreement. Delivery of an executed counterpart of this Agreement by email, digital, facsimile, or other electronic means shall have the same effect, validity, and enforceability as an original, manually signed counterpart of this Agreement.

21. Complete Agreement; Interpretation.

The headings of the sections of this Agreement are solely for convenient reference and neither constitute a part of this Agreement nor affect its meaning, interpretation, or effect. Addendum A attached to this Agreement is an integral part of it and incorporated by reference in it. This Agreement (including Addendum A) records the entire understanding of Executive and Employer with respect to the terms of Executive’s employment by Employer and the restrictions stated in it and supersedes any previous or contemporaneous agreement, representation, or understanding, oral or written, by either of them. If Executive is a shareholder of Employer, however, this Agreement does not supersede any Shareholder Agreement among Executive, Employer, and the other shareholders of Employer or any Restricted Stock Award Agreement between Executive and Employer. Additionally, this Agreement does not in any manner limit Executive’s obligations to comply with all rules, policies, practices, directives, procedures, and regulations of Employer. Employer may (but is not required to) prepare and deliver to Executive a new Addendum A to reflect any change that occurs in the information set forth on it, and every new Addendum A that is dated and signed by Executive and an authorized officer of Employer (other than Executive) will automatically supersede the previous Addendum A and be incorporated by reference in this Agreement. Executive and Employer agree that this Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. Unless otherwise expressly stated, all references in this Agreement to a section or schedule are to a section or schedule of this Agreement.

22. Agreement Prepared by Employer Counsel.

Executive has carefully read this Agreement and acknowledges that: (a) counsel for Employer prepared this Agreement on behalf of Employer; (b) Executive has been advised that a conflict may exist between his interests and the interests of Employer; (c) this Agreement may have significant tax, legal, and financial planning consequences to Executive; (d) Executive should seek the advice of independent counsel regarding those consequences; (e) counsel for Employer has made no representations to Executive regarding those 1A-6-40 consequences; and (f) Executive has had sufficient opportunity to seek the advice of independent counsel and to ask questions and receive satisfactory answers regarding this Agreement.

EXECUTIVE ACKNOWLEDGES THAT HE COULD SEEK EMPLOYMENT WITH OTHER EMPLOYERS BUT HAS CHOSEN TO ACCEPT OR RETAIN EMPLOYMENT WITH EMPLOYER AND, THEREFORE, IS WILLING TO SIGN THIS AGREEMENT. EXECUTIVE UNDERSTANDS HIS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND SIGNED IT OF HIS OWN FREE WILL AND VOLITION WITHOUT ANY COERCION OR INFLUENCE OF ANY PERSON.

1A-6-41 does not in any manner limit Executive’s obligations to comply with all

EXECUTED: ______, 2019, in Fort Myers, Florida.

EVOLUTION DEVELOPMENT GROUP, INC.

By: ______Anthony Tann Chief Operating Officer

______Executive Signature

Michael L. Perry Name of Executive (Please Type or Print)

–

1A-6-42 DocuSign Envelope ID: 3546BEEA-402E-41D3-A2CB-4E75762B7C23

ADDENDUM A

SUPPLEMENTAL EMPLOYMENT INFORMATION

EMPLOYER: Evolution Development Group, Inc.

EXECUTIVE: Michael L. Perry

POSITION: Executive Vice President

HOME ADDRESS: 6 King Alex Court, Sparta, NJ 07871

INITIAL TERM: October 4, 2018, through December 31, 2018

BASE SALARY: $150,000 per year.

BONUS: For each calendar year of the Employment Period, Executive will be eligible to receive an annual bonus (the “Annual Bonus”). The decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Board. In order to be eligible to receive an Annual Bonus, Executive must be employed by Employer on the date that Annual Bonuses are paid.

ABSENT TIME: Executive is allowed 40 work days of paid time off during each calendar year, which Executive may use at any time or times that are consistent with Employer’s business needs and interests. The paid time off will be credited on January 1 of each year. Any unused vacation time will lapse or accumulate in accordance with Employer’s vacation policy.

PERMITTED OUTSIDE ACTIVITIES: Work for C4 Entertainment.

______

Acknowledged by: Acknowledged by: EVOLUTION DEVELOPMENT GROUP, INC.

______By: ______EXECUTIVE Anthony Tann, Chief Operating Officer

Date: ______, 2019 Date: ______, 2019

EMPLOYMENT AGREEMENT 1A-6-43 (Gregory J. Costello, Jr.)

1. Employment.

2. Compensation.

3. Fringe Benefits.

1A-6-44 4. Business Expenses.

5. Term of Employment; Effective Date.

Employer may terminate Executive’s employment “with cause” for any of the following reasons:

(i) Executive knowingly violates any law (other than a traffic violation or similar offense);

(ii) Executive engages in any conduct or activity that is injurious to the reputation of Executive or Employer;

(iii) Executive violates any rules, policies, practices, directives, procedures, or regulations of Employer;

(iv) Executive fails to perform the duties reasonably assigned to Executive pursuant to this Agreement;

(v) Executive breaches any provision of this Agreement and does not cure the breach within 30 days after Employer gives Executive notice of the breach;

(vi) Executive disregards or fails to perform to the satisfaction of Employer any of Executive’s obligations to Employer under this Agreement;

1A-6-45 (viii) Executive intentionally takes any action or omits to take any action that results (or is reasonably likely to result) in a significant and reasonably foreseeable detriment to Employer, including making an unauthorized disclosure of any “Proprietary Information” (as defined in section 10) or giving any competitor of Employer assistance in the conduct of its business;

1A-6-46 Notwithstanding the foregoing, Employer may declare this Agreement null and void at any time before the Closing Date by notice to Executive, for any reason or no reason at all and, if Employer declares this Agreement null and void in accordance with this section 5(b), this Agreement will have no force and effect and no party to this Agreement will have any duty, liability, or obligation to the other party as a result of the execution and delivery of this Agreement.

6. Severance Benefits.

7. Death of Executive.

8. Intellectual Property Rights.

9. No Other Employment Restrictions.

Executive represents and warrants to Employer that Executive is not a party to any restrictive covenant limiting Executive’s right to work or perform services for Employer in any capacity. Executive shall indemnify and hold harmless Employer and its Affiliates from all costs, damages, and liabilities that any of them incurs in connection with any claim or lawsuit arising out of any restrictive contract, covenant, or agreement to which Executive is subject on the date of this Agreement or, if earlier, the date when Executive first became an employee of Employer or any Affiliate. For avoidance of doubt, as used in this section, the word “costs” has the meaning indicated in section 18. In addition, Executive and Employer agree that it is important for any prospective employer to be aware of this Agreement, so that disputes concerning this Agreement can be avoided in the future. Therefore, Executive shall notify any subsequent employer of the restrictive covenants contained 1A-6-47 in this Agreement and deliver a copy of that notice to Employer before Executive commences employment with any subsequent employer. In addition, Executive authorizes Employer to provide a copy of this Agreement to third parties, including Executive’s subsequent, anticipated, or possible future employer. To the extent that they exist, Executive will not disclose to Employer or any Affiliate any of Executive’s previous employer’s trade secrets or confidential information.

10. Restrictive Covenants.

(c) After ceasing for any reason to be employed by Employer, Executive shall (i) return to Employer, and shall not retain or remove without Employer’s advance written consent, any Employer property, including any key, list, data, disk, book, file, tape, record, report, manual, contract, design, sketch, drawing, formula, key card, flash drive, other removable information storage device, hard drive, diskette, appraisal, document, schedule, computer program, software, object code, source code, specification, access card, identification card, security device, Employer credit card, network access device, computer, cell phone, smart phone, equipment, work product, e-mail message, or other tangible property or written or electronic “Proprietary Information” (as defined below) regarding the business and financial affairs of Employer or any Affiliate, except for items that are strictly personal (such as tax forms, payroll slips, and Executive’s copy of this Agreement); and (ii) delete or destroy all copies of any such documents and materials not returned to Employer that remain in Executive’s control or possession, including those stored on any non-Employer devices, networks, storage locations, and media in Executive’s control or possession.

(d) At any time while or after Executive is employed by Employer, and except to the extent expressly authorized by the President of Employer in the course of performing employment duties, Executive shall (i) treat as strictly confidential and not directly or indirectly reveal, divulge, disclose, communicate, duplicate, or make available for any reason or in any manner, to any person whatsoever (including other employees of Employer or any Affiliate not having a need to know and authority to know and use the Proprietary Information in connection with the business of Employer or any Affiliate and, in any event, not to anyone outside of the direct employ of Employer or any Affiliate except as required in the performance of Executive’s authorized employment duties to Employer, in each instance (and then, such disclosure shall be made only within the limits and to the extent of those duties or consent)), any Proprietary Information (as defined below); and (ii) not access or use any Proprietary Information, and not to copy any files, media, records, documents, or other resources containing any Proprietary Information, or remove any files, media, records, documents, or other resources from the premises or control of Employer, except as required in the performance of Executive’s authorized employment duties to Employer or with the prior consent of the President of Employer acting on behalf of Employer in each instance (and then, the disclosure shall be made only within the limits and to the extent of the duties or consent). Nothing in this Agreement shall be construed to prevent disclosure of Proprietary Information as may be required by applicable law or pursuant to the valid order of a court of competent jurisdiction or an authorized governmental authority, provided that the disclosure does not exceed the extent of disclosure required by the law or order. Executive shall promptly provide written notice of any such order to the President of Employer.

1A-6-48 (c) For a period of 24 full months after the Termination Date, Executive shall not: (i) hire, recruit, or offer to hire any person who is or was an athlete, employee, consultant, or independent contractor of Employer or any Affiliate at any time during the six months preceding the date when the person was hired, first recruited, or offered employment or an agreement by Executive; (ii) induce, solicit, influence, or attempt to influence any athlete, employee, consultant, or independent contractor of Employer or any Affiliate to terminate his or her position with Employer or any Affiliate for the purpose of working for Executive or any other person, whether or not a competitor of Employer or any Affiliate; (iii) divert, contact, solicit, do business with, provide services to, target any selling, marketing, or promotional efforts at, or attempt to do any of the foregoing with any person who is an existing or prospective athlete, subscriber, or customer of Employer or any Affiliate, or any athlete sponsor or has been an athlete, subscriber, or customer of Employer or any Affiliate or an athlete sponsor at any time within 12 full months before the Termination Date, for the purpose of diverting, soliciting, or accepting any business in competition with Employer or any Affiliate; (iv) persuade or attempt to persuade any agent, vendor, supplier, athlete, customer, contractor, consultant, sales representative, independent contractor, athlete sponsor, or other person who has a business relationship with Employer or any Affiliate to cease to do business with Employer or any Affiliate, reduce the amount of business that it historically has done with Employer or any Affiliate, or otherwise adversely alter its business relationship with Employer or any Affiliate; or (v) accept any payment from a customer or other third party doing business with Employer or any Affiliate (including a fee or commission) without turning over the payment to Employer or its designee;

As used in this Agreement, “Proprietary Information” means all information concerning Employer or any Affiliate that is confidential, proprietary, or not readily available to the general public, however and whenever acquired by Executive, whether or not in writing, whether or not developed by Executive, whether or not a trade secret or marked or designated as “secret” or “confidential,” and whether obtained by Executive before or after the date this Agreement, and includes the following: (i) all information regarding intellectual property of Employer or any Affiliate; (ii) all financial data, budgets, reports, forecasts, schedules, statements, and projections and accounting records and information; (iii) information identifying or tending to identify any agents, vendors, sponsors, licensors, licensees, subscribers, customers, employees, suppliers, athletes, investors, contractors, or consultants with whom Employer or any Affiliate has a business relationship or seeks to have a business relationship; (iv) information regarding the plans, markets, products, services, pricing, operations, programs, contracts, controls, prospects, capital projects, agreements, transactions, negotiations, personnel records, research and development, business plans and strategies, and methods, processes, procedures, and techniques of business operation of Employer or any Affiliate; and (v) every study, report, summary, analysis, notation, synopsis, compilation, and other document that is prepared by or for Employer or any Affiliate and contains or reflects any of the foregoing information concerning Employer or any Affiliate, but excludes in each case information that is readily available to the general public or is required to be disclosed by law, to establish a legal defense, or to respond in good faith to a valid inquiry, request, or subpoena by a court or governmental authority (but only if Executive 1A-6-49 promptly notifies the Board of any disclosure that is requested or mandated by a court or governmental authority, so Employer has an opportunity to seek a protective order).

(A) The preceding covenants are in consideration for, and a necessary condition of, Executive’s service or continued service as an employee of Employer;

Notwithstanding any other provision of this Agreement:

(3) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

1A-6-50 (A) is made (i) in confidence to a local, state, or federal government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(4) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets, except pursuant to court order.

11. Remedies.

12. Employer’s Property.

13. Security and Access.

1A-6-51 Executive shall (a) comply with all Employer security policies and procedures in force from time to time, including those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Employer intranet, internet, social media, and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords, and any and all other Employer facilities, IT resources, and communication technologies (collectively, “Facilities and Information Technology Resources”); (b) not access or use any Facilities and Information Technology Resources except as authorized by Employer; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of Executive’s employment by Employer, whether termination is voluntary or involuntary. Executive shall notify Employer promptly in the event Executive learns of any violation of the foregoing covenants by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Employer property or materials by others.

14. Drug Testing.

15. Dispute Resolution.

1A-6-52 (c) Binding Arbitration. Either Executive or Employer may commence binding arbitration of the Dispute by giving the other party a notice of arbitration in accordance with the CPR Rules for Non-Administered Arbitration and any related commentary. The arbitration will be conducted in the English language by a sole arbitrator and governed by the Florida Arbitration Act and the substantive laws of the State of Florida. The arbitrator shall hear and decide the Dispute based on the evidence produced, notwithstanding the failure or refusal to appear by a party who has been duly notified of the date, time, and place of the arbitration hearing. The arbitrator shall render a decision in writing within 30 days after the conclusion of the arbitration hearing.

(h) Venue and Jurisdiction. With respect to any lawsuit that arises out of this Agreement or Executive’s employment relationship with Employer, whether based on a claim or counterclaim arising before or after the 1A-6-53 Effective Date, and regardless of the legal nature of the claim or counterclaim, Executive and Employer (i) consent to the personal jurisdiction of the state and federal courts having jurisdiction in the State of Florida, (ii) stipulate that a proper and convenient venue for any legal proceeding arising out of this Agreement is the Circuit Court for Lee County, Florida, for a state trial court proceeding, and the United States District Court for the Middle District of Florida, Fort Myers Division, for a federal trial court proceeding, and (iii) waive any defense, whether asserted by motion or pleading, that those venues are improper or inconvenient.

16. Assignment; Successors; Third-Party Beneficiaries.

17. Waiver; Modification; Severability.

18. Recurring Words.

As used in this Agreement, (a) the words “include” and “including” are always without limitation, (b) the word “days” refers to calendar days, including Saturdays, Sundays, and holidays, (c) the word “law” includes a code, rule, statute, ordinance, or regulation and the common law arising from final, non-appealable decisions of 1A-6-54 state and federal courts in the United States of America, (d) the word “person” includes, in addition to a natural person, a trust, group, syndicate, corporation, cooperative, association, partnership, business trust, joint venture, limited liability company, unincorporated organization, and a governmental authority, (e) the term “governmental authority” means a government, a central bank, a securities exchange, a public body or authority, a self-regulatory organization, and any governmental body, agency, authority, commission, department, or subdivision, whether foreign, domestic, or supranational, or local, state, regional, or national, including the United States government and all agencies, branches, commissions, departments, and instrumentalities of the United States government, and (f) the word “costs” includes all the fees, costs, and expenses of experts, attorneys, mediators, arbitrators, witnesses, and supersedeas bonds, whether incurred before or after demand or commencement of legal proceedings, and whether incurred pursuant to trial, appellate, mediation, arbitration, bankruptcy, administrative, or judgment-execution proceedings.

19. Notices.

20. Counterparts.

21. Complete Agreement; Interpretation.

22. Agreement Prepared by Employer Counsel.

Executive has carefully read this Agreement and acknowledges that: (a) counsel for Employer prepared this Agreement on behalf of Employer; (b) Executive has been advised that a conflict may exist between his interests and the interests of Employer; (c) this Agreement may have significant tax, legal, and financial planning consequences to Executive; (d) Executive should seek the advice of independent counsel regarding those consequences; (e) counsel for Employer has made no representations to Executive regarding those 1A-6-55 consequences; and (f) Executive has had sufficient opportunity to seek the advice of independent counsel and to ask questions and receive satisfactory answers regarding this Agreement.

1A-6-56 Employer with respect to the terms of Executive’s employment by Employer and the restrictions stated in it and supersedes any

Agreement does not in any manner limit Executive’s obligations to comply with all

EXECUTED: ______, 2019, in Fort Myers, Florida.

EVOLUTION DEVELOPMENT GROUP, INC.

By: ______Anthony Tann Chief Operating Officer

______– Executive Signature

Gregory J. Costello, Jr. Name of Executive (Please Type or Print)

1A-6-57

– DocuSign Envelope ID: A959D57C-4D18-45F1-9841-9C7699EB8FE0

ADDENDUM A

SUPPLEMENTAL EMPLOYMENT INFORMATION

EMPLOYER: Evolution Development Group, Inc.

EXECUTIVE: Gregory J. Costello, Jr.

POSITION: Executive Vice President

HOME ADDRESS: 2965 Reatini Ct., Henderson, NV 89052

INITIAL TERM: October 4, 2018, through December 31, 2018

BASE SALARY: $150,000 per year.

PERMITTED OUTSIDE ACTIVITIES: Work for C4 Entertainment & SBE.

______

Acknowledged by: Acknowledged by:

EVOLUTION DEVELOPMENT GROUP, INC.

______By: ______EXECUTIVE Anthony Tann, Chief Operating Officer

Date: ______, 2019 Date: ______, 2019

1A-6-58

EMPLOYMENT AGREEMENT (John Norman)

1. Employment.

Subject to the terms and conditions of this Agreement, Employer employs Executive in the capacity stated on Addendum A, and Executive shall serve as an employee of Employer in that capacity. Executive shall diligently perform to the reasonable satisfaction of Employer and under the direction of the Board of Directors of Employer (the “Board”) the duties that are stated in this Agreement and any additional duties that are assigned to Executive from time to time by the Board and are consistent with the employment position stated on Addendum A. Additionally, Executive shall, if requested, also serve as a member of the Board or as an officer or director of any Affiliate for no additional compensation.

At all times while employed by Employer, Executive shall devote Executive’s full, best, and dedicated efforts and substantially all of Executive’s working hours (subject to holidays, sick leave, vacation time, and any other absent time allowed by Employer) to the faithful performance of Executive’s employment duties, shall serve and promote the business interests of Employer in good faith, with loyalty and fidelity, and shall comply with all laws and all rules, policies, practices, directives, procedures, and regulations of Employer. This Agreement does not restrict Executive’s right while employed by Employer to make passive investments in other businesses that do not require any active services or participation on Executive’s part or to engage in any business activity described on Addendum A or any other business activities approved by the Board, so long as those authorized business activities do not interfere with the performance of Executive’s employment duties. Employer does not have any interest in the gains, profits, or income that Executive derives from his passive investments or authorized business activities. In addition, Executive may serve in any volunteer capacity with one or more civic, trade, religious, charitable, and educational organizations, so long as the volunteer service does not interfere with the performance of Executive’s employment duties.

Without Executive’s advance written approval, Employer shall not, directly or indirectly, (a) require a change in the location of Executive’s principal place of work to a location that is not in Fort Myers, Florida, (b) assign to Executive or ask Executive to perform any employment duties that are materially inconsistent with those customarily associated with Executive’s positions with Employer, or (c) substantially change Executive’s employment duties, office facilities, or secretarial support in a way that materially diminishes the prestige or responsibilities of Executive’s corporate titles or offices.

2. Compensation.

Until the termination of Executive’s employment under this Agreement, and for all services rendered by Executive for the benefit of Employer or any existing or future parent, subsidiary, or other business organization with which Employer must consolidate the reporting of its financial information pursuant to generally accepted accounting principles (an “Affiliate” ), Employer shall pay to Executive the salary specified on Addendum A in installments in accordance with Employer’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly, subject to increases approved by the Board. In addition, Executive will be eligible to participate in every incentive bonus and other compensation plan or program established or maintained by Employer for senior management generally, but will be entitled to payment of an incentive bonus only if Executive is employed by Employer on the date when the incentive bonuses are paid to all eligible recipients. If Executive’s employment with Employer under this Agreement does not begin on the first day of a pay period, Executive’s salary for the first and last pay periods under this Agreement will be prorated based on the actual number of work days that

1A-6-59 Executive was employed by Employer during the pay period. Executive is not entitled to any severance compensation on the termination of his employment, except as stated in this Agreement.

3. Fringe Benefits. Employer shall provide or make available to Executive the fringe benefits that are otherwise provided or made available to all its senior executives, as in effect from time to time, on the same terms and conditions as those benefits are provided to its other senior executives, consistent with Employer’s practices and governing benefit plan requirements (including plan eligibility provisions). All fringe benefits provided generally by Employer to all its senior executives are subject to revision, deviation, or elimination at any time in any way in the sole discretion of Employer. Executive does not have any entitlement to the continuation of any fringe benefit or other employment practice of Employer.

4. Business Expenses.

Employer shall fully reimburse Executive for all travel, lodging, entertainment, and other out-of-pocket expenses that are incurred by Executive in the good faith performance of Executive’s employment duties under this Agreement and that Employer (in its sole discretion) determines to be both reasonable in amount and ordinary and necessary to Employer’s business. As a condition of reimbursement of expenses, Executive shall submit to Employer appropriate evidence and itemization of all reimbursable expenses in accordance with Employer’s expense reimbursement policies, practices, and procedures.

5. Term of Employment; Effective Date.

(a) Employment Term. Subject to the termination provisions of this section, the period of Executive’s employment by Employer under this Agreement is for the initial term stated on Addendum A and will renew automatically for successive one- year terms on January 1 of each year after the initial term, unless either party notifies the other to the contrary at least 90 days before the end of the then-current term of employment. As used in this Agreement, the term “Employment Period” means the initial period of employment specified on Addendum A and includes any and every renewal period of employment. The restrictive covenants of Executive in section 10 will survive the termination of Executive’s employment with Employer under this Agreement for the periods of time specified in that section.

Executive’s employment with Employer pursuant to this Agreement is terminable by either party at any time before the expiration of the Employment Period, with or without cause or good reason, with 30 days’ advance written notice, except for a termination by Executive “with good reason” or by Employer “with cause.” A termination of Executive’s employment under this Agreement will be effective on the 30th day after the effective date of the notice of resignation or termination, except that a termination by Employer “with cause” or by Executive “with good reason” will be effective on the date when the party terminating the employment notifies the other party of the termination, specifying the reason for the termination. Notwithstanding the effective date of a termination, Employer may require Executive to cease working for Employer and refrain from entering the business premises of Employer at any time after Employer notifies Executive or Executive notifies Employer of the termination. In addition, if Executive is arrested or indicted for a felony criminal offense, Employer in its sole discretion may suspend Executive with pay from providing services to Employer, without terminating Executive’s employment under this Agreement.

Employer may terminate Executive’s employment “with cause” for any of the following reasons:

(i) Executive knowingly violates any law (other than a traffic violation or similar offense); (ii) Executive knowingly and repeatedly engages in any conduct or activity that is injurious to the reputation of Executive or Employer; 1A-6-60 (iii) Executive knowingly and repeatedly violates any rules, policies, practices, directives, procedures, or regulations of Employer; (iv) Executive knowingly and repeatedly fails to perform the duties reasonably assigned to Executive pursuant to this Agreement; (v) Executive breaches any material provision of this Agreement and does not cure the breach within 30 days after Employer gives Executive notice of the breach; (vi) Executive knowingly and repeatedly disregards or fails to perform to the satisfaction of Employer any of Executive’s obligations to Employer under this Agreement; (vii) Executive commits a material act or omission constituting fraud, dishonesty, gross negligence, or willful misfeasance with respect to Employer, any Affiliate, or any athlete, customer, subscriber, or supplier of Employer or any Affiliate or any sponsor of any Employer athlete; (viii) Executive intentionally takes any action or omits to take any action that results (or is reasonably likely to result) in a significant and reasonably foreseeable detriment to Employer, including making an unauthorized disclosure of any “Proprietary Information” (as defined in section 10) or giving any competitor of Employer assistance in the conduct of its business; (ix) Executive aids, abets, or commits any theft, conversion, or embezzlement from Employer, any Affiliate, or any athlete or athlete sponsor, or any criminal offense (whether a felony or a misdemeanor) that involves moral turpitude that materially and adversely affects Employer or Executive’s ability to perform to the reasonable satisfaction of Employer any significant employment duties or other obligations of Executive under this Agreement; (x) Executive fails to comply with a written request or directive from the Board that is related to the performance of Executive’s employment duties, is reasonable in light of those duties, and is consistent with those duties and Executive’s positions with Employer, after Employer gives Executive notice of the failure and a reasonable opportunity to comply with the request or directive; (xi) Executive breaches a fiduciary duty of loyalty owed to Employer as an officer or director of Employer by knowingly engaging (without disclosure to and approval of the Board) in any act that constitutes the receipt of an improper personal benefit, the usurpation of a business opportunity of Employer, or a transaction with Employer in which Executive has a conflict of interest with Employer, and the breach of fiduciary duty is not cured within 30 days after Employer delivers to Executive written notice of the breach; (xii) Executive accepts any property or payment (including a commission) from a third party doing business with Employer or any Affiliate without turning over the property or payment to Employer, the appropriate Affiliate, or the designee of Employer or the Affiliate or Executive makes any payment or transfers any property to any person for the purpose of inducing the person to do business (or continue to do business) with Employer or any Affiliate, except for payments for goods and services provided on standard terms and conditions in the usual and ordinary course of business; or (xiii) Executive refuses to submit to a drug or alcohol test to be administered by or on behalf of Employer in accordance with any drug-free workplace program established by it pursuant to applicable law; or the result of any drug or alcohol test administered to Executive by or on behalf of Employer pursuant to its drug-free workplace program indicates the presence in Executive’s system of alcohol, a narcotic, a barbiturate, or a controlled substance at a level prohibited by that drug-free workplace program; or the Board determines in good faith, based on the results of one or more drug or alcohol tests administered to Executive by or on behalf of Employer pursuant to its drug-free workplace program, that Executive demonstrates a dependence on alcohol, narcotics, barbiturates, or controlled substances.

The determination as to whether any reason for the termination of Executive’s employment with cause exists or has occurred will be made in good faith by the affirmative vote of at least 75% of the disinterested members of the Board. For purposes of this Agreement, a termination of Executive’s employment with Employer under this Agreement will be “without cause” if Employer terminates Executive’s employment for any reason other than death or with cause, or if Executive terminates his employment with Employer “with good reason.”

With respect to a termination of Executive’s employment with cause pursuant to the preceding clauses, an act or thing done or omitted by Executive will be considered to have been done “knowingly and repeatedly” if (A) Executive has done an act or thing described in the clause more than once, (B) Employer previously notified Executive in writing that Executive did an act or thing described in the clause, specifying the act or omission and 1A-6-61 warned Executive that any subsequent occurrence of a substantially similar act or omission would constitute grounds for termination of Executive’s employment with cause, and (C) after having been provided that notice, Executive did an act or thing that Executive knew or reasonably should have known was described in the clause. Executive may voluntarily terminate his employment with Employer at any time before the expiration of this Agreement, with good reason, by tendering to the Board his written resignation, specifying the reason for the termination. Executive may terminate his employment “with good reason” for any of the following reasons: (1) Employer reduces Executive’s salary or fringe benefits without Executive’s advance consent; (2) Executive is removed or not elected or reelected to the position stated on Addendum A or any higher-ranking position; (3) Executive is required to report to anyone other than the Board; (4) Employer requires Executive to be based at any location other than a location in Fort Myers, Florida, or a location mutually agreed on by Employer and Executive; (5) Employer reduces the potential earnings of Executive under any bonus, incentive, or performance- based compensation plan of Employer that continues in effect; (6) Employer elects or appoints a higher-ranking officer than Executive to perform any significant part of Executive’s employment duties without Executive’s advance consent; (7) Employer substantially changes Executive’s office facilities or secretarial support in a way that materially diminishes the prestige or responsibilities of Executive’s corporate titles or offices; (8) Employer assigns to Executive or asks Executive to perform any employment duties that are materially inconsistent with those customarily associated with Executive’s positions with Employer; (9) Employer breaches any material obligation under this Agreement or any other agreement with Executive and (if the breach does not involve a failure to pay money) fails to cure the breach within 30 days after Executive delivers to Employer written notice of the breach; (10) Any successor in interest of Employer or of all or substantially all its assets or business (whether by merger, liquidation, consolidation, reorganization, sale or transfer of assets or business, or otherwise) fails or refuses to expressly assume in writing this Agreement and all the duties and obligations of Employer under it; (11) Any of the following (a “Change in Control”) occurs: (A) the shareholders of Employer approve a plan of complete liquidation of Employer, unless the transaction is subsequently abandoned or otherwise fails to occur; (B) the shareholders of Employer approve a sale, lease, exchange, or other transfer to any person other than Employer (in a single transaction or related series of transactions) of all or substantially all the consolidated assets of Employer and its subsidiaries, excluding the creation (but not the foreclosure) of a lien, mortgage, or security interest, unless the transaction is subsequently abandoned or otherwise fails to occur; (C) the shareholders of Employer approve a merger, consolidation, reorganization, tender offer, exchange offer, or share exchange in which Employer will not be the surviving corporation or will become a majority-owned subsidiary of another person, unless the transaction is subsequently abandoned or otherwise fails to occur, or unless immediately after the transaction the former shareholders of Employer beneficially own (in relatively the same proportion as they owned the outstanding shares of common stock of Employer) more than 50% of the combined voting power of all the outstanding securities of a corporation that directly or indirectly through one or more subsidiaries beneficially owns all or substantially all the consolidated assets of Employer and its subsidiaries or more than 50% of the combined voting power of all the outstanding securities of Employer that are entitled to vote generally in the election of its directors; or (D) the occurrence of any other event, transaction, or arrangement that results in any person or group (other than any combination of Anthony Tann and Executive and any of their lineal descendants) becoming a beneficial owner of (i) a majority of the outstanding equity securities of Employer, or (ii) securities of Employer representing 50% or more of the combined voting power of all the outstanding securities of Employer that are entitled to vote generally in the election of its directors, unless in each case the beneficial owner is Employer, a wholly owned subsidiary of Employer, an employee benefit plan sponsored by Employer, a person or group who is a record or beneficial owner of 50% or more of the outstanding shares of Employer’s common stock on the date when this Agreement was executed, or a person who becomes a beneficial owner of 50% or more of the outstanding shares of Employer’s common stock solely by becoming a trustee of one or more inter vivos trusts created by one or more persons who, together or individually, are the record or beneficial owners of 50% or more of the outstanding shares of Employer’s common stock on the date when this Agreement was executed. For purposes of this clause (11), the determination of whether any person or group “beneficially owns” or is a “beneficial owner” of any shares of the common stock or other equity securities of Employer or any other entity will be made in accordance with Rule 13d-3 under the United States Securities Exchange Act of 1934. 1A-6-62

Notwithstanding the foregoing, Employer may declare this Agreement null and void at any time before the Closing Date by notice to Executive, for any reason or no reason at all and, if Employer declares this Agreement null and void in accordance with this section 5(b), this Agreement will have no force and effect and no party to this Agreement will have any duty, liability, or obligation to the other party as a result of the execution and delivery of this Agreement.

6. Severance Benefits.

If Employer terminates the employment of Executive “without cause,” or if Executive terminates his employment with Employer “with good reason,” Employer shall pay and provide to Executive the following compensation:

(a) Employer shall continue to pay to Executive his salary in effect on the effective date of the termination of Executive’s employment with Employer under this Agreement (the “Termination Date”) for a period of two years following the Termination Date (the “Severance Period”); and

(b) If the Termination Date occurs after July 1 of a calendar year, Employer shall pay to Executive in a lump sum within ten days after the Termination Date a pro rata portion of the maximum incentive bonus that otherwise would be payable to Executive for the fiscal year ending on or after the Termination Date (based on the number of days in that fiscal year before the Termination Date and the number of days in that fiscal year on and after the Termination Date).

As a condition precedent to receiving the foregoing severance compensation, Executive must execute and deliver to Employer Employer’s standard form of separation agreement and release. The severance compensation payable to Executive pursuant to this Agreement will not be reduced by the amount of any income that Executive earns or could earn from alternative employment during the remainder of the employment period. Employer waives any duty that Executive might have under law to mitigate damages by seeking alternative employment.

7. Death of Executive.

Executive’s employment with Employer will terminate immediately on the death of Executive, and Employer’s compensation obligations to Executive under this Agreement will cease as of the date of death, except that Employer shall pay to Executive’s heirs or estate any and all earned but unpaid salary that is owed to Executive through the date of death and any unpaid incentive bonus for the prior calendar year that has not been paid to Executive, at the time Employer customarily pays those bonuses, notwithstanding that Executive will not be employed by Employer on the date on which that bonus otherwise would be payable under the terms of this Agreement (i.e., if Executive died in February 2020 and Employer would otherwise pay an incentive bonus to 1A-6-63 Executive for calendar year 2019 on March 15, 2020, if Executive had been employed on that date, Employer would be obligated to pay that bonus to Executive’s heirs or estate on March 15, 2020).

8. Intellectual Property Rights.

9. No Other Employment Restrictions.

Executive represents and warrants to Employer that Executive is not a party to any restrictive covenant limiting Executive’s right to work or perform services for Employer in any capacity. Executive shall indemnify and hold harmless Employer and its Affiliates from all costs, damages, and liabilities that any of them incurs in connection with any claim or lawsuit arising out of any restrictive contract, covenant, or agreement to which Executive is subject on the date of this Agreement or, if earlier, the date when Executive first became an employee of Employer or any Affiliate. For avoidance of doubt, as used in this section, the word “costs” has the meaning indicated in section 18. In addition, Executive and Employer agree that it is important for any prospective employer to be aware of this Agreement, so that disputes concerning this Agreement can be avoided in the future. Therefore, Executive shall notify any subsequent employer of the restrictive covenants contained in this Agreement and deliver a copy of that notice to Employer before Executive commences employment with any subsequent employer. In addition, Executive authorizes Employer to provide a copy of this Agreement to third parties, including Executive’s subsequent, anticipated, or possible future employer. To the extent that they exist, Executive will not disclose to Employer or any Affiliate any of Executive’s previous employer’s trade secrets or confidential information.

10. Restrictive Covenants.

In the course of employment, Executive will have access to trade secrets, other valuable or confidential business information of Employer and its Affiliates (such as business records, financial information, and lists of vendors, employees, suppliers, athletes, sponsors, subscribers, and customers), and relationships with existing or 1A-6-64 prospective vendors, employees, suppliers, athletes, sponsors, customers, subscribers, contractors, consultants, and independent contractors of Employer and its Affiliates. Accordingly, to protect the legitimate business interests of Employer and its Affiliates, Executive shall not do any of the following, directly or indirectly, in any capacity, either for personal benefit or on behalf of any other person:

(b) At any time while or after Executive is employed by Employer, and except to the extent expressly authorized by the Board in the course of performing employment duties, Executive shall (i) treat as strictly confidential and not directly or indirectly reveal, divulge, disclose, communicate, duplicate, or make available for any reason or in any manner, to any person whatsoever (including other employees of Employer or any Affiliate not having a need to know and authority to know and use the Proprietary Information in connection with the business of Employer or any Affiliate and, in any event, not to anyone outside of the direct employ of Employer or any Affiliate except as required in the performance of Executive’s authorized employment duties to Employer, in each instance (and then, such disclosure shall be made only within the limits and to the extent of those duties or consent)), any Proprietary Information (as defined below); and (ii) not access or use any Proprietary Information, and not to copy any files, media, records, documents, or other resources containing any Proprietary Information, or remove any files, media, records, documents, or other resources from the premises or control of Employer, except as required in the performance of Executive’s authorized employment duties to Employer or with the prior consent of the Board in each instance (and then, the disclosure shall be made only within the limits and to the extent of the duties or consent). Nothing in this Agreement shall be construed to prevent disclosure of Proprietary Information as may be required by applicable law or pursuant to the valid order of a court of competent jurisdiction or an authorized governmental authority, provided that the disclosure does not exceed the extent of disclosure required by the law or order. Executive shall promptly provide written notice of any such order to the Board.

(c) For a period of 24 full months after the Termination Date, Executive shall not: (i) hire, recruit, or offer to hire any person who is or was an athlete, employee, consultant, or independent contractor of Employer or any Affiliate at any time during the six months preceding the date when the person was hired, first recruited, or offered employment or an agreement by Executive; (ii) induce, solicit, influence, or attempt to influence any athlete, employee, consultant, or independent contractor of Employer or any Affiliate to terminate his or her position with Employer or any Affiliate for the purpose of working for Executive or any other person, whether or not a competitor of Employer or any Affiliate; (iii) divert, contact, solicit, do business with, provide services to, target any selling, marketing, or promotional efforts at, or attempt to do any of the foregoing with any person who is an existing or prospective athlete, subscriber, or customer of Employer or any Affiliate, or any athlete sponsor or has been an athlete, subscriber, or customer of Employer or any Affiliate or an athlete sponsor at any time within 12 full months before the Termination Date, for the purpose of diverting, soliciting, or accepting any business in competition with Employer or any Affiliate; (iv) persuade or attempt to persuade any agent, vendor, supplier, athlete, customer, contractor, consultant, sales representative, independent contractor, athlete sponsor, or other person who has a business relationship with Employer or any Affiliate to cease to do business with Employer or any Affiliate, reduce the amount of business that it historically has done with Employer or any Affiliate, or otherwise adversely alter its business relationship with Employer or any Affiliate; or (v) accept any payment from a customer or other third party doing business with Employer or any Affiliate (including a fee or commission) without turning over the payment to Employer or its designee;

(d) For a period of 24 full months after the Termination Date, Executive shall not (i) perform any act or 1A-6-65 make any statement that is intended to advance the interest of any existing or prospective competitor of Employer in any way that is reasonably foreseeable to be detrimental to the business interests of Employer or (ii) engage in any business, allow Executive’s name to be associated with any activity or business, acquire an interest in, or serve as an agent, lender, member, manager, officer, partner, director, employee, investor, promoter, proprietor, consultant, stockholder, representative, or independent contractor of, any business that competes with any business in which Employer or any Affiliate (and their respective assignees and successors in interest) engages, or has engaged at any time within two years before the Termination Date, within any country where Employer or any Affiliate transacts business, including any country where Employer or any Affiliate solicits or accepts business from or on behalf of any athlete, customer, subscriber, or sponsor or sells, markets, processes, or manufactures any product or service for itself or on behalf of any athlete; and

As used in this Agreement, “Proprietary Information” means all information concerning Employer or any Affiliate that is confidential, proprietary, or not readily available to the general public, however and whenever acquired by Executive, whether or not in writing, whether or not developed by Executive, whether or not a trade secret or marked or designated as “secret” or “confidential,” and whether obtained by Executive before or after the date this Agreement, and includes the following: (i) all information regarding intellectual property of Employer or any Affiliate; (ii) all financial data, budgets, reports, forecasts, schedules, statements, and projections and accounting records and information; (iii) information identifying or tending to identify any agents, vendors, sponsors, licensors, licensees, subscribers, customers, employees, suppliers, athletes, investors, contractors, or consultants with whom Employer or any Affiliate has a business relationship or seeks to have a business relationship; (iv) information regarding the plans, markets, products, services, pricing, operations, programs, contracts, controls, prospects, capital projects, agreements, transactions, negotiations, personnel records, research and development, business plans and strategies, and methods, processes, procedures, and techniques of business operation of Employer or any Affiliate; and (v) every study, report, summary, analysis, notation, synopsis, compilation, and other document that is prepared by or for Employer or any Affiliate and contains or reflects any of the foregoing information concerning Employer or any Affiliate, but excludes in each case information that is readily available to the general public or is required to be disclosed by law, to establish a legal defense, or to respond in good faith to a valid inquiry, request, or subpoena by a court or governmental authority (but only if Executive promptly notifies the Board of any disclosure that is requested or mandated by a court or governmental authority, so Employer has an opportunity to seek a protective order).

Executive’s obligations to Employer under the preceding covenants are independent of any other obligation between Employer and Executive (including any obligation under this Agreement or any other agreement between Employer and Executive and any obligation that otherwise arises from any aspect of the employment relationship between Employer and Executive) and are not subject to any set-off, defense, deduction, or counterclaim based on any claim that Executive might have against Employer or any Affiliate. In addition, Executive acknowledges and stipulates to the following:

(A) The preceding covenants are in consideration for, and a necessary condition of, Executive’s service 1A-6-66 or continued service as an employee of Employer;

(B) A breach by Executive of any of the preceding covenants will diminish the value of Employer or its Affiliates and will cause irreparable and continuing injury to Employer or its Affiliates for which an adequate legal remedy will not exist the amount of Executive’s compensation reflects, in part, Executive’s obligations and Employer’s rights under section 10 of this Agreement, Executive has no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced in this Agreement in connection with those restrictive covenants, and Executive will not be subject to undue hardship by reason of Executive’s full compliance with the terms and conditions of section 10 of this Agreement or Employer’s enforcement of those covenants;

(C) All the information described in clauses (a) and (b) of this section is unique, special, and valuable property of Employer or its Affiliates that constitutes either trade secrets under the Uniform Trade Secrets Act of the State of Florida or other valuable or confidential business information; and

(D) The preceding restrictions are reasonable as to time, geographical area, and line of business and are reasonably necessary to protect legitimate business interests of Employer and its Affiliates, including trade secrets, other valuable confidential or business information, substantial relationships with vendors, suppliers, athletes, sponsors, subscribers, investors, consultants, independent contractors, and existing or prospective customers with whom Employer or any Affiliate has or seeks a business relationship, and the goodwill associated with the trade names of Employer and its Affiliates, their ongoing businesses, and the trade areas in which they operate.

Notwithstanding any other provision of this Agreement:

(1) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(A) is made (i) in confidence to a local, state, or federal government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets, except pursuant to court order.

11. Remedies. 1A-6-67

(a) Entry by a court having jurisdiction of an order granting specific performance or injunctive relief (temporary or permanent), without proof of actual monetary damage or an inadequate remedy at law; (b) Recovery from Executive of the actual loss or damage suffered by Employer as a result of the breach through the date when a court enters an injunction against the conduct or activity constituting the breach; (c) Reimbursement from Executive of all costs incurred by Employer and its Affiliates in enforcing the covenant or otherwise defending or prosecuting any mediation, arbitration, or litigation arising out of the covenant; and (d) Recovery from Executive of any and all compensation paid to Executive by Employer after the termination date of Executive’s employment with Employer, together with interest, from the date when paid by Employer until the date when repaid by Executive, at the statutory annual rate then provided by Florida law for the payment of interest on judgments generally.

12. Employer’s Property.

13. Security and Access.

Executive shall (a) comply with all Employer security policies and procedures in force from time to time, including those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Employer intranet, internet, social media, and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords, and any and all other Employer facilities, IT resources, and communication technologies (collectively, “Facilities and Information Technology Resources”); (b) not access or use any Facilities and Information Technology Resources except as authorized by Employer; and (iii) not access or use any Facilities and Information Technology Resources in any manner after the termination of Executive’s employment by Employer, whether termination is voluntary or involuntary. Executive shall notify Employer promptly in the event Executive learns of any violation of the foregoing covenants by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Employer property or materials by others.

14. Drug Testing.

15. Dispute Resolution.

(c) Binding Arbitration. Either Executive or Employer may commence binding arbitration of the Dispute by giving the other party a notice of arbitration in accordance with the CPR Rules for Non-Administered Arbitration and any related commentary. The arbitration will be conducted in the English language by a sole arbitrator and governed by the Florida Arbitration Act and the substantive laws of the State of Florida. The arbitrator shall hear and decide the Dispute based on the evidence produced, notwithstanding the failure or refusal to appear by a party who has been duly notified of the date, time, and place of the arbitration hearing. The arbitrator shall render a decision in writing within 30 days after the conclusion of the arbitration hearing.

If a party elects to arbitrate a Dispute before a lawsuit is filed with respect to the subject matter of the Dispute, arbitration will be the sole and exclusive method of resolving the Dispute, the other party or parties to the Dispute must arbitrate the Dispute, and each party to the Dispute will be barred from filing a lawsuit concerning the subject matter of the arbitration, except to avoid the lapse of a statute of limitations or to obtain an equitable remedy as provided in section 15(f). A party’s right to resolve a Dispute by arbitration does not restrict the party from instituting litigation to resolve the Dispute, unless another party to the Dispute has previously submitted the Dispute to binding arbitration. The filing of a lawsuit by a party to the Dispute before any other party to the Dispute has given a notice of arbitration in accordance with the Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution will bar and preclude all the parties from submitting the subject matter of the lawsuit to arbitration while the lawsuit is pending.

(d) Selection of Arbitrator. The arbitration will be conducted by a Florida corporate lawyer who is rated “AV” by Martindale-Hubbell Law Directory, who is selected by agreement of Executive and Employer, and who is independent (not a lawyer or relative of Executive, Employer, any officer, director, or shareholder of 1A-6-69 Employer) without any economic or financial interest of any kind in the outcome of the arbitration. If Executive and Employer cannot agree on an arbitrator within 15 days after the effective date of the notice of arbitration, the party who submitted the Dispute to arbitration shall circulate to the other party a list of ten Florida corporate lawyers who are licensed to practice law in the State of Florida, are rated “AV” by Martindale-Hubbell Law Directory, and are acceptable to it to serve as arbitrator of the Dispute. The party receiving the list of proposed arbitrators shall select the arbitrator from that list and notify the other party of its selection within 15 days after receiving the list of proposed arbitrators. A party who fails to select an arbitrator within the prescribed 15-day period waives the right to select an arbitrator, and the other party will be entitled to choose the arbitrator for the arbitration from the list of lawyers provided by the party who submitted the Dispute to arbitration. If for any reason neither Employer or Executive selects an arbitrator within the 15-day period, or if there are multiple parties to the Dispute and they do not agree on the selection of an arbitrator from the list provided by the party who submitted the Dispute to arbitration, the arbitrator will be selected by the CPR Institute for Dispute Resolution based on the criteria stated above. Employer and Executive shall pay on a pro rata basis all fees and expenses charged by the CPR Institute for Dispute Resolution for its services in selecting an arbitrator.

(h) Venue and Jurisdiction. With respect to any lawsuit that arises out of this Agreement or Executive’s employment relationship with Employer, whether based on a claim or counterclaim arising before or after the Effective Date, and regardless of the legal nature of the claim or counterclaim, Executive and Employer (i) consent to the personal jurisdiction of the state and federal courts having jurisdiction in the State of Florida, (ii) stipulate that a proper and convenient venue for any legal proceeding arising out of this Agreement is the Circuit Court for Lee County, Florida, for a state trial court proceeding, and the United States District Court for the Middle District of Florida, Fort Myers Division, for a federal trial court proceeding, and (iii) waive any defense, whether asserted by motion or pleading, that those venues are improper or inconvenient.

1A-6-70 16. Assignment; Successors; Third-Party Beneficiaries.

17. Waiver; Modification; Severability.

18. Recurring Words.

As used in this Agreement, (a) the words “include” and “including” are always without limitation, (b) the word “days” refers to calendar days, including Saturdays, Sundays, and holidays, (c) the word “law” includes a code, rule, statute, ordinance, or regulation and the common law arising from final, non-appealable decisions of state and federal courts in the United States of America, (d) the word “person” includes, in addition to a natural person, a trust, group, syndicate, corporation, cooperative, association, partnership, business trust, joint venture, limited liability company, unincorporated organization, and a governmental authority, (e) the term “governmental authority” means a government, a central bank, a securities exchange, a public body or authority, a self-regulatory organization, and any governmental body, agency, authority, commission, department, or subdivision, whether foreign, domestic, or supranational, or local, state, regional, or national, including the United States government and all agencies, branches, commissions, departments, and instrumentalities of the United States government, and (f) the word “costs” includes all the fees, costs, and expenses of experts, attorneys, mediators, arbitrators, witnesses, and supersedeas bonds, whether incurred before or after demand or commencement of legal proceedings, and whether incurred pursuant to trial, appellate, mediation, arbitration, bankruptcy, administrative, or judgment-execution proceedings.

19. Notices.

Every notice, demand, consent, approval, or other communication required or permitted under this Agreement will be valid only if it is in writing (whether or not this Agreement expressly states that it must be in writing) and delivered personally or by commercial courier or first-class, postage-prepaid, United States mail (whether or not certified or registered, and regardless of whether a return receipt is requested or received by the sender), and addressed, if to Employer, Evolution Development Group, Inc., 10949 Esteban Drive, Fort Myers, Florida 33912; and, if to Executive, to the address listed on Addendum A. A validly given notice, demand, consent, approval, or other communication will be effective on the earlier of its receipt, if delivered personally or commercial courier, or the third day after it is postmarked by the United States Postal Service, if delivered by first- class, postage-prepaid, United States mail.

1A-6-71 20. Counterparts.

21. Complete Agreement; Interpretation.

22. Section 409A.

This Agreement is intended to comply with Internal Revenue Code Section 409A or an exemption under that section and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will Employer be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

23. Agreement Prepared by Employer Counsel.

Executive has carefully read this Agreement and acknowledges that: (a) counsel for Employer prepared this Agreement on behalf of Employer; (b) Executive has been advised that a conflict may exist between his interests and the interests of Employer; (c) this Agreement may have significant tax, legal, and financial planning consequences to Executive; (d) Executive should seek the advice of independent counsel regarding those consequences; (e) counsel for Employer has made no representations to Executive regarding those consequences; and (f) Executive has had sufficient opportunity to seek the advice of independent counsel and to ask questions and receive satisfactory answers regarding this Agreement.

1A-6-72

1A-6-73 e made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, Employer makes no representations that the payments and

EXECUTED: ______, 2019, in Fort Myers, Florida.

EVOLUTION DEVELOPMENT GROUP, INC.

By: ______Anthony Tann Chief Operating Officer

______Executive Signature

John Norman Name of Executive (Please Type or Print)

–

1A-6-74 DocuSign Envelope ID: 58678CD8-D7CD-416A-BD2E-0F760323135C

ADDENDUM A

SUPPLEMENTAL EMPLOYMENT INFORMATION

EFFECTIVE DATE: October 1, 2018

EMPLOYER: Evolution Development Group, Inc.

EXECUTIVE: John Norman

POSITION: President and Chief Executive Officer

HOME ADDRESS: 10952 Esteban Drive, Fort Myers, Florida 33912

INITIAL TERM: October 4, 2018, through December 31, 2018

BASE SALARY: $150,000 per year.

PERMITTED OUTSIDE ACTIVITIES:

______

Acknowledged by: Acknowledged by: EVOLUTION DEVELOPMENT GROUP, INC.

______By: ______EXECUTIVE Anthony Tann, Chief Operating Officer

Date: ______, 2019 Date: ______, 2019

Employment Agreement – John Norman Page 15 1A-6-75

1A-6-76 1A-6-77

1A-6-78 1A-6-79 1A-6-80 1A-6-81 1A-6-82

1A-6-83

1A-6-84

1A-6-85

1A-6-86

1A-6-87

1A-6-88

1A-6-89 State of Florida documentary excise tax in the amount of $700.00 has been paid or will be paid directly to the Florida Department of Revenue.

PROMISSORY NOTE

$200,000.00 Maturity Date: March 1, 2021

On the Termination Date (defined below), Evolution Development Group, Inc. (“Borrower”), a Florida corporation, for value received, unconditionally promises to pay to the order of John Norman (“Lender”), at 10949 Esteban Drive, Fort Myers, Florida 33912 or at such other place as Lender designates by notice to Borrower, in immediately available legal tender of the United States of America, the principal amount of Two Hundred Thousand Dollars and 00/100 ($200,000.00), or so much of that amount as has been advanced by Lender and remains unpaid, and to pay interest on the outstanding principal amount of this Promissory Note (this “Note”), from the date of this Note until it becomes due and payable, at the variable rate of interest set forth in this Note. Borrower shall pay all taxes and assessments imposed on this Note in connection with the execution and delivery of this Note and the extension of credit evidenced by this Note.

1. Loans. Pursuant to this Note, Lender will extend to Borrower a revolving line of credit that may be availed of by Borrower from time to time for so long as no Default (as defined below) exists, until the Termination Date, at which time Lender’s commitment to extend credit under this Note will expire and all principal and interest under this Note and all other amounts payable to Lender under this Note and any related security documents (together with this Note, the “Credit Documents”) will be due and payable. Borrower shall use all loans and advances of any kind made by Lender pursuant to this Note (the “Loans”) solely for the general working capital needs of Borrower, and shall not use any proceeds of the Loans for any other purpose.

Without regard to the principal amount of this Note stated on its face, the actual principal amount at any time outstanding and owing by Borrower on account of this Note will be the sum of all advances then made less all payments of principal actually received by Lender. During the period from and including the date of this Note to but not including the Termination Date, Borrower may use the credit facility provided by this Note by borrowing, repaying, and re- borrowing loans in whole or in part, all in accordance with the terms and conditions of this Note. The Loans shall constitute a general obligation of Borrower and shall be secured by any collateral pledged or assigned by Borrower to Lender on or after the date of this Note.

2. Loan Requests. Borrower shall deliver a borrowing request to Lender by email or other written communication at least three business days before the date Borrower requests that any borrowing under the Loans be made to it, specifying the amount of principal to be borrowed, the date on which the Loan is requested to be disbursed to Borrower, and the bank account into which the Loan is to be deposited. As an accommodation to Borrower, Lender may permit telephonic requests for Loans and electronic transmittal of instructions or authorizations to Lender by Borrower.

3. Principal Payments. Borrower shall pay all outstanding principal of this Note without any offset, deduction, or counterclaim, on the Termination Date. For purposes of this Agreement, “Termination Date” means the earlier of (a) the Maturity Date, or (b) three business days after the day on which Lender demands payment in full of all amounts due and payable under this Note. “Maturity Date” means March 1, 2021, as extended from time to time in writing by Lender at his discretion that is signed by Lender and Borrower.

4. Interest. Interest will accrue daily on the outstanding principal balance of this Note at an annual rate equal to the sum of the Base Rate plus 1%. Borrower shall pay, without any offset, deduction, or counterclaim, all accrued interest on this Note on or before the first day of each calendar quarter during the term of this Note, beginning February 7, 2020, and ending on the Termination Date, when a final payment of all accrued interest under this Note will be due and payable. The interest rate on this Note will be adjusted quarterly on the first day of each calendar quarter (January 1, April 1, July 1, and October 1) to reflect any changes in the Base Rate since the last adjustment date, and each adjustment will be effective as of 12:01 a.m. on the first day of each calendar quarter and continue in effect until the first day of the ensuing calendar quarter. For purposes of this Note, “Base Rate” means the general level of the base rate charged on corporate loans at large United States money center commercial banks that is published in The Wall Street Journal as the “prime rate” or, if The Wall Street Journal ceases to publish that rate, the rate of interest established and 1A-6-90 announced by Bank of America, N.A. from time to time as its “base rate” or “prime rate.” Each determination of the Base Rate made by Lender is conclusive and binding on Borrower absent manifest error. All computations of interest shall be made on the basis of a year of 360 days and the actual number of days elapsed.

Interest is payable on demand on each overdue installment of interest or principal from the date when due until paid at an annual rate equal to the greater of 18% or the highest annual rate of interest then allowed by applicable Florida law.

5. Payments Generally. Borrower shall pay all interest, principal, and other amounts due under this Note (a) without any presentation of this Note, (b) in immediately available lawful money of the United States of America without setoff, condition, or counterclaim, and (c) by wire transfer to an account designated by Lender or by a corporate check that is mailed and addressed to Lender at the address shown above. If any payment date under this Note occurs on a day that is a Saturday, Sunday, or bank holiday in Fort Myers, Florida, that payment date will be extended automatically to the next succeeding day that is not a Saturday, Sunday, or bank holiday in Fort Myers, Florida, and, during the extension, Borrower shall pay interest on the unpaid principal amount at the rate specified for the payment of interest before maturity. Borrower may prepay this Note in full at any time or in part from time to time without penalty or premium.

6. Order of Application. Each payment of this Note will be applied by Lender first to all accrued interest on this Note, then to the outstanding principal of this Note, and then to all costs payable under this Note. Each payment of this Note will not postpone the due date of any subsequent payment of interest or principal payable on this Note. Any principal amount repaid by Borrower under this Note may be re-borrowed by Borrower in accordance with the terms and conditions of this Note.

7. Maximum Loan Amount. The aggregate, maximum unpaid principal amount outstanding under this Note at any time must not exceed $200,000 (the “Commitment”). Lender has no obligation to make additional advances under this Note to the extent those advances would cause the aggregate principal amount of Loans to exceed the Commitment. If the unpaid balance of Loans outstanding at any time exceeds the Commitment, those excess Loans will nevertheless constitute obligations that are secured by any collateral for the Loans and entitled to all the benefits of this Note and any other Credit Documents. If Lender is willing, in his sole and absolute discretion, to make Loans in excess of the Commitment, those excess Loans will be payable on demand and will bear interest as provided in this Note for Loans generally or at any higher rate of interest as Lender may require as a condition to making any excess Loans. Notwithstanding anything to the contrary in this Note, if the outstanding aggregate amount of Loans exceeds the Commitment, Borrower shall, on demand, repay the outstanding Loans in an amount sufficient to reduce the aggregate unpaid principal amount of all Loans by an amount equal to the excess.

8. Maximum Interest. Borrower and Lender intend to comply strictly with applicable law regulating the maximum allowable rate or amount of interest that Lender may charge and collect on this Note. Accordingly, and notwithstanding anything in this Note or otherwise to the contrary, the maximum aggregate amount of interest and other charges constituting interest under applicable law that is payable, chargeable, or receivable under this Note is limited to the maximum amount of interest now allowed by applicable law or any greater amount of interest allowed because of a future amendment to existing law. Borrower is not liable for any interest in excess of this maximum amount, and any excess interest charged or collected by Lender will constitute an inadvertent mistake and, if charged but not paid, will be cancelled automatically, or, if paid, will be credited against the outstanding principal amount of this Note or returned to Borrower.

9. Rescission of Payments. If at any time any payment made under this Note (whether by Borrower or any other person) is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of Borrower or the person who made the payment, or otherwise, or if any check or other written order to pay any amount to Lender is dishonored or returned as unpaid by the financial institution against which it is drawn, Borrower’s obligation to make that payment shall be reinstated as though the payment had not been made.

10. Representations and Warranties. Borrower represents and warrants to Lender:

(a) Organization. Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida.

(b) Corporate Power and Authority. Borrower is duly authorized and empowered to execute, deliver, and 1A-6-91 perform this Note and each of the other Credit Documents to which it is a party. The execution, delivery, and performance by Borrower of this Note and each of the other Credit Documents have been duly authorized by all necessary action and do not and will not: (i) require any consent or approval of any person (other than the directors of Borrower); (ii) contravene Borrower’s Bylaws or Articles of Incorporation; (iii) violate, or cause Borrower to be in default under, any provision of any law, order, award, or determination in effect that applies to Borrower or any of its properties; (iv) require any notice to, filing or registration with, or license or authorization of, any governmental authority or other person; (v) result in a breach or default, the imposition of a penalty, a suspension, cancellation, or termination (or create any right of suspension, cancellation, or termination), or the acceleration of the maturity of any liability, obligation, or indebtedness of Borrower, under or pursuant to any order, lease, contract, mortgage, indenture, promissory note, security agreement, or other agreement or instrument to which Borrower is a party or by which it or its properties are bound or affected; or (vi) result in, or require, the creation or imposition of any lien on or with respect to any of the properties now owned or later acquired by Borrower.

(c) Legally Enforceable Agreement. This Note has been duly and validly executed and delivered by Borrower, and Borrower will have duly and validly executed each of the other Credit Documents to which it is a party before that Credit Document is delivered to Lender. This Note is, and (when executed and delivered to Lender) each of the other Credit Documents when delivered under this Note will be, a legal, valid, and binding obligation of Borrower enforceable against it in accordance with its respective terms, except in each case to the extent limited by application of general principles of equity and by bankruptcy, insolvency, debtor relief, and similar laws of general application affecting the enforcement of creditors’ rights and debtors’ obligations.

11. Covenants. Until all amounts outstanding under this Note have been indefeasibly paid in full, Borrower shall:

(a) Information. Provide to Lender all information regarding Borrower, its assets, and its financial condition as reasonably requested by Lender from time to time;

(b) Debt. Not incur any indebtedness to any person without Lender’s written consent;

(c) Payment Obligations. Pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, including all taxes payable by Borrower;

(d) Notice of Events of Default. As soon as possible and in any event within two days after it becomes aware that a Default (as defined below) has occurred, notify Lender in writing of the nature and extent of the Default and the action, if any, Borrower has taken or proposes to take with respect to the Default; and

(e) Further Assurances. Upon the request of Lender, promptly execute and deliver all ancillary documents, agreements, and instruments and do or cause to be done all further acts as may be necessary or advisable to carry out the intent and purposes of this Note.

12. Defaults; Remedies. The occurrence of one or more of the following events will constitute a “Default” under this Note:

(a) The nonpayment of any interest or principal under this Note when due, whether at maturity, by acceleration, or otherwise;

(b) The filing by Borrower of a petition seeking relief for Borrower under any bankruptcy, insolvency, or debtor relief law;

(c) The filing by any creditor of Borrower of a petition seeking the involuntary bankruptcy or insolvency of Borrower that is not dismissed or discharged within 60 days from the date of filing the petition;

(d) The entry of a judgment against Borrower for the payment of money in an amount exceeding U.S. $50,000 that is not paid, stayed, or discharged within the time allowed by law for filing a notice of appeal of the judgment;

1A-6-92 (e) Borrower (i) makes a general assignment for the benefit of its creditors, (ii) admits in writing its inability to pay its debts generally as they mature, (iii) seeks, consents, or acquiesces to the appointment of a trustee, receiver, liquidator, or fiscal agent for all or a substantial part of its property, or (iv) suffers the appointment, without its consent or acquiescence, of a trustee, receiver, liquidator, or fiscal agent for all or a substantial part of its property, unless the appointment is vacated within 60 days after it becomes effective;

(f) Any representation or warranty made by Borrower in this Note is incorrect in any material respect;

(g) Borrower fails to observe or perform any covenant, condition, or agreement contained in this Note or any of the Credit Documents and the failure continues for 30 days after written notice to Borrower;

(h) Borrower fails to pay when due any of its indebtedness (other than debt arising under this Note but including any other liability that it owes to Lender) or any interest or premium thereon when due (whether by scheduled maturity, acceleration, demand, or otherwise) and the failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to the indebtedness;

(i) One or more orders or judgments have been entered against Borrower and all those orders or judgments have not been vacated, discharged, stayed, or bonded pending appeal within 30 days from their entry;

(j) The issuance of a writ of levy, distraint, execution, attachment, garnishment, or similar legal process (whether or not pursuant to a final judgment) against Borrower or any guarantor of this Note or any of their respective property in connection with a claim for the payment of money or damages in an amount exceeding $50,000;

(k) The sequestration or assumption of custody by a court having jurisdiction of all or a substantial part of the property of Borrower or any guarantor of this Note, unless the custody or sequestration is terminated within 30 days after it is effective;

(l) An attachment after judgment occurs on all or a substantial part of the property of Borrower or any guarantor of this Note, unless the resulting lien is discharged, or execution on the lien is stayed, within 15 days after it is issued or perfected;

(m) A revocation or attempted revocation of any guaranty of this Note;

(n) The violation of any law, or any act or omission, by Borrower or any guarantor of this Note that results in the imposition of a lien by operation of law on any of its property that is not discharged within 30 days after it attaches, unless the lien relates to a claim for payment of money or damages in an amount less than $50,000;

(o) A sale or transfer or all or a majority of the assets (measured by fair value) or the outstanding voting common stock of Borrower pursuant to a sale, lease, merger, spin-off, foreclosure, dissolution, bankruptcy, liquidation, consolidation, tender offer, share exchange, reorganization, recapitalization, or other transaction; or

(p) A breach or default by Borrower or any guarantor of this Note of any lease, contract, mortgage, agreement, instrument, promissory note, or other obligation or commitment to which it is a party or with respect to which it is otherwise liable that causes, with or without notice to Borrower or the guarantor, acceleration of the date when any liability, obligation, or indebtedness in the amount of $50,000 or more becomes due and payable.

If a “Default” occurs, the entire unpaid principal amount of this Note will become immediately due and payable without further demand or notice or presentment by the holder of this Note, and the holder of this Note may proceed to protect his rights in the manner provided by applicable law. The rights, remedies, powers, and privileges provided to Lender are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

13. Miscellaneous Provisions.

(a) Modification; Complete Agreement. A waiver, discharge, extension, amendment, modification, or termination of this Note will be valid and effective only if it is in writing and signed by both Borrower and Lender. A written waiver of a right, remedy, or obligation under any provision of this Note will not constitute a waiver of the provision itself, a waiver of any succeeding right, remedy, or obligation under the provision, or a waiver of any other right, 1A-6-93 remedy, or obligation under this Note. No delay or course of dealing by Lender in exercising any power, right, or remedy under this Note will operate as a waiver of any power, right, or remedy of Lender, except to the extent expressly manifested in a writing singed by or on behalf of Lender.

(b) Binding Effect. This Note is binding on and will inure to the benefit of Borrower and Lender and their respective successors and assigns (by operation of law or otherwise).

(c) Assignability; Third Party Rights. This Note is not assignable or transferable by Lender or Borrower without the written consent of the other party, and any attempted assignment or transfer of this Note by Borrower will constitute a Default under this Note. Nothing in this Note, whether express or implied, is intended or should be construed to confer upon, or to grant to, any person, except Borrower and Lender and their respective successors and authorized assignees, any right, remedy, or claim under or because of either this Note or any provision of it.

(d) Governing Law; Venue. The validity, construction, enforcement, and interpretation of this Note are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to the resolution of conflicts with laws of other jurisdictions. Borrower and every other person liable at any time for payment of this Note (i) waive presentment, protest, notice of protest, and notice of dishonor, (ii) consent to all extensions and renewals of this Note (as a whole or in part) and all delays in time of payment or other performance under this Note that the holder of this Note grants at any time and from time to time, without limitation and without notice to or further consent of Borrower, (iii) consent to the personal jurisdiction of the state and federal courts having jurisdiction over Lee County, Florida, (iv) authorize Lender to release any security for this Note without releasing or discharging its obligation to repay this Note, (v) stipulate that the proper, exclusive, and convenient venue for any legal proceeding relating to the enforcement of this Note is the Circuit Court of Lee County, Florida, for a state court proceeding, and the United States District Court for the Middle District of Florida, Fort Myers Division, for a federal district court proceeding, (vi) waive any defense, whether asserted by motion or pleading, that those venues are improper or inconvenient, and (vii) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A JURY TRIAL IN ANY LAWSUIT RELATING TO THIS NOTE. Borrower acknowledges that no representative of Lender has represented, expressly or otherwise, that Lender would not seek to enforce the foregoing waiver in the event of a legal proceeding, and Borrower has considered the implication of the foregoing waiver. Borrower shall pay all costs (as defined below) incurred by the holder of this Note in enforcing or collecting this Note.

(e) Form and Interpretation. The headings preceding the text of the sections of this Note are solely for convenient reference and neither constitute a part of this Note nor affect its meaning, interpretation, or effect. As used in this Note, (i) the word “including” is always without limitation, (ii) words in the singular number include words of the plural number and vice versa, (iii) the word “person” includes, in addition to a natural person, a trust, corporation, partnership, joint venture, association, unincorporated organization, or governmental authority, (iv) the word “law” includes a code, rule, statute, ordinance, or regulation and the common law arising from final, non-appealable decisions of state and federal courts in the United States of America, (v) “order” includes a writ, award, order, decree, ruling, judgment, or injunction of any court, tribunal, arbitrator, or governmental authority, (vi) “governmental authority” means a government, a central bank, a securities exchange, a public body or authority, a self-regulatory organization, and any governmental body, agency, branch, authority, commission, department, subdivision, or instrumentality, whether foreign, domestic, or supranational, or local, state, regional, or national, (vii) the word “days” means calendar days, including Saturdays, Sundays, and holidays observed by U.S. banks, (viii) the term “business day” means any day other than a Saturday, Sunday, or holiday observed by U.S. banks, (ix) the word “costs” includes the fees, costs, and expenses of agents, experts, attorneys, witnesses, mediators, arbitrators, accountants, consultants, investigators, collection agents, and supersedeas bonds, whether incurred before or after demand for payment or commencement of any legal proceedings, and whether incurred pursuant to trial, appellate, mediation, arbitration, bankruptcy, administrative, or judgment-execution proceedings, including efforts to obtain relief from any stay if Borrower or any other person liable for payment of this Note becomes subject to a bankruptcy proceeding, and (x) “lien” means any restriction on the use or transfer of property or any claim or charge in any interest in property securing an obligation owed to or claimed by a person other than the owner of the property, whether the claim or charge exists by reason of statute, contract, or common law, whether or not the interest is recorded or perfected, and irrespective of whether the interest is contingent on the occurrence of some future event or events or the existence of some future circumstance, and includes any lien, pledge, charge, mortgage, security interest, hypothecation, tax assessment, or other encumbrance, or any interest or title of any vendor, lessor, lender, or other secured party to or of the person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of the person, or any lien for damages, investigation costs, cleanup costs, and response costs incurred by any governmental authority under any environmental laws, and all reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, 1A-6-94 leases, and other title exceptions and encumbrances affecting real property.

Whenever possible, each provision of this Note should be construed and interpreted so that it is valid and enforceable under applicable law. However, if a provision in this Note is held by a court to be invalid or unenforceable under applicable law, that provision will be deemed separable from the remaining provisions of this Note and will not affect the validity, interpretation, or effect of other provisions of this Note or the application of that provision to circumstances in which it is valid and enforceable. Lender and Borrower acknowledge that (A) this Note was drafted by legal counsel for Borrower on behalf of Borrower, (B) Lender has been advised that a conflict exists between his interests nd the interests of Borrower, (C) this Note may have significant tax, legal, and financial planning consequences to Lender, (D) Lender should seek the advice of independent counsel regarding those consequences, (E) counsel for Borrower has made no representations to Lender regarding those consequences, and (F) Lender has had the opportunity to seek the advice of independent counsel. Any ambiguity in this Note should not be construed against any of the parties based on any law or rule of contract construction that provides for ambiguity in an agreement to be construed against the party who drafted the agreement, and the parties waive any application of law or rule of construction to that effect.

Borrower’s obligations under this Note are independent of any other obligations of Borrower to Lender. All references to “Lender” in this Note include Lender’s successors in interest and every person to whom Lender or a subsequent holder of this Note assigns or endorses this Note in accordance with its terms.

(f) Notices. Every consent, demand, or notice required or permitted by this Note will be valid only if it is in writing and delivered personally or by commercial courier or first class, postage prepaid, United States mail (whether or not certified or registered and whether or not a return receipt is requested or received by the sender), and addressed, if to Borrower, at Borrower’s address listed below, and if to Lender, at the address specified in the first paragraph of this Note, or at any other address as Borrower or Lender may have designated to the other by notice given in accordance with this paragraph. A validly given consent, demand, or notice will be effective on the earlier of its receipt, if delivered personally or by commercial courier, or the third day after it is postmarked by the United States Postal Service, if delivered by first class, postage prepaid, United States mail. Each party promptly shall notify the other of any change in its mailing address listed in this Note.

14. Replacement of Note. Upon its receipt from Lender of evidence reasonably satisfactory to it of the loss, theft, mutilation, or destruction of this Note, Borrower shall execute, issue, and deliver to Lender, without charge and in substitution or exchange for the Note that has been lost, stolen, mutilated, or destroyed, a new Note of like tenor and dated and bearing interest from the date through which interest has been paid on the lost, stolen, mutilated, or destroyed Note.

15. Security. Initially, this Note will be unsecured. At any time, as a condition precedent to the continuation of the credit facility evidenced by this Note, Lender may require Borrower to secure the Loans by (a) pledging some or all of its assets to secure the Loans under the terms of security documents acceptable to Lender, (b) obtaining and pledging to Lender a life insurance policy on the life of Lender that requires the payment in full of this Note upon Lender’s death with the proceeds of that life insurance policy, and (c) other forms of security deemed necessary by Lender.

DATED: February 7, 2020.

EVOLUTION DEVELOPMENT GROUP, INC.

By: Anthony Tann, Chief Operating Officer

1A-6-95

September 30, 2020

John Norman 10952 Esteban Drive Fort Myers, Florida 33912

Re: Line of Credit Advances

Dear John:

This letter confirms the receipt by Evolution Development Group, Inc. (the “Company”) from you of the following advances under the Promissory Note dated February 7, 2020, executed by the Company in your favor pursuant to which you have extended a $200,000 revolving line of credit to the Company:

(a) a $25,000 advance on February 5, 2020; (b) a $25,000 advance on February 18, 2020; (c) a $25,000 advance on April 2, 2020; (d) a $50,000 advance on August 14, 2020; and (e) a $40,000 advance on September 28, 2020.

Very truly yours,

EVOLUTION DEVELOPMENT GROUP, INC.

Anthony S. Tann Chief Operating Officer

1A-6-96

______

EXHIBIT 1A-9

ESCROW AGREEMENT

______

1A-8-1

Escrow Services Agreement

This Escrow Services Agreement (this “Agreement”) is made and entered into as of ______by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”), Evolution Development Group, Inc. (the “Issuer”) and ______(the “Broker”).

Recitals

WHEREAS, the Issuer proposes to offer for sale and sell securities to prospective investors (“Subscribers”), as disclosed in its offering materials, in a registered offering pursuant to the Securities Act of 1933, as amended, or exemption from registration (i.e. Regulation A+, D or S) (the “Offering”), the equity, debt or other securities of the Issuer (the “Securities”) in the amount of at least $100.00 (the “Minimum Amount of the Offering”) and up to the maximum amount of $20,000,000 (the “Maximum Amount of the Offering”).

WHEREAS, Issuer has engaged Broker, a registered broker-dealer with the Securities Exchange Commission and member of the Financial Industry Regulatory Authority, to serve as placement agent or underwriter, as applicable, for the Offering.

WHEREAS, Issuer and Broker desire to establish an Escrow Account in which funds received from Subscribers will be held during the Offering, subject to the terms and conditions of this Agreement.

WHEREAS, Prime Trust agrees to serve as third-party escrow agent for the Subscribers with respect to such Escrow Account (as defined below) in accordance with the terms and conditions set forth herein.

Agreement

NOW THEREFORE, in consideration for the mutual covenants, promises, agreements, representations, and warranties contained in this Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties herby agree as follows:

1. Establishment of Escrow Account. Prior to the Issuer initiating the Offering, and prior to the receipt of the first Subscriber funds, Escrow Agent shall establish an account for the Issuer (the “Escrow Account”). All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with applicable banking and securities regulations. Escrow Agent shall be the sole administrator of the Escrow Account.

2. Escrow Period. The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following:

a. The date upon which the Maximum Amount of the Offering is received, in bona fide transactions that are fully paid for with cleared funds, which is defined to occur when Escrow Agent has received gross proceeds of the Maximum Amount of the Offering that have cleared in the Escrow Account and the Issuer and/or Broker instructed a partial or full closing on those funds.; or

1A-8-2

b. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or

c. Escrow Agent’s exercise of the termination rights specified in Section 8.

During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied by the sale of the Minimum Amount of the Offering to such Subscribers in bona fide transactions that are fully paid and cleared.

3. Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Evolution Development Group, Inc. Regulation A Offering”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions.

Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows:

* Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds.

For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and

1A-8-3

Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

4. Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate the Escrow Account and make a full and prompt return of cleared funds to each Subscriber to the Offering. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer and Broker (generally via notification on the Issuer Dashboard), Escrow Agent shall, pursuant to those instructions, make a disbursement to the Issuer from the Escrow Account. Issuer acknowledges that there is a 24-hour (one business day) processing time once a request has been received to disburse funds from the Escrow Account. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from Broker, including other registered securities brokers in the syndicate, if any, or from the API integrated platform or portal through which this Offering is being conducted, if any.

5. Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to chargebacks, recalls or otherwise disputed, shall be debited to the Escrow Account, with such debits reflected on the Escrow Account ledger accessible via Escrow Agent’s API or Issuer Dashboard as a non-exclusive remedy. Any and all escrow fees paid by Issuer, including those for funds processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, Issuer and/or Broker hereby irrevocably agree to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover such refunds, returns or recalls. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer and/or Broker will address such matters directly with such Subscriber, including taking whatever actions Issuer and/or Broker determines appropriate, but Issuer and/or Broker shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes.

6. Escrow Administration Fees, Compensation of Prime Trust. Escrow Agent is entitled to escrow administration fees from Issuer and/or Broker as set forth in Schedule A attached hereto and as

1A-8-4

displayed on the Issuer Dashboard. Escrow Agent fees are not contingent in any way on the success or failure of the Offering, receipt of Subscriber funds, or transactions contemplated by this Agreement. No fees, charges or expense reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either Issuers credit/debit card or ACH information on file with Escrow Agent. Issuer shall at all times maintain appropriate funds in their account for the payment of escrow administration fees. Escrow Agent may also collect its fee(s), at its option, from any other account held by the Issuer at Prime Trust. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by Issuer or Escrow Agent shall be paid out of or chargeable to the Escrow Amount.

7. Representations and Warranties. The Issuer and Broker each covenant and make the following representations and warranties to Escrow Agent:

a. It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

b. This Agreement and the transactions contemplated thereby have been duly approved by all necessary actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes a valid and binding agreement enforceable in accordance with its terms.

c. The execution, delivery, and performance of this Agreement is in accordance with the agreements related to the Offering and will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including the agreements related to the Offering, to which it is a party or any of its property is subject.

d. The Offering shall contain a statement that Escrow Agent has not investigated the desirability or advisability of investment in the Securities nor approved, endorsed or passed upon the merits of purchasing the Securities; and the name of Escrow Agent has not and shall not be used in any manner in connection with the Offering of the Securities other than to state that Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth in this Agreement.

e. No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Escrow Amounts or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Amounts or any part thereof.

f. It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings

1A-8-5

relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit.

g. Its business activities are in no way related to Cannabis, gambling, pornography, or firearms.

h. The Offering complies in all material respects with the Act and all applicable laws, rules and regulations.

i. All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of Escrow Amounts.

8. Term and Termination. This Agreement will remain in full force during the Escrow Period and shall terminate upon the following:

a. As set forth in Section 2.

b. Termination for Convenience. Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice.

c. Escrow Agent’s Resignation. Escrow Agent may unilaterally resign at any time without prior notice by giving written notice to Issuer, whereupon Issuer will immediately appoint a successor escrow agent.

9. Binding Arbitration, Applicable Law, Venue, and Attorney’s Fees. This Agreement is governed by, and will be interpreted and enforced in accordance with, the laws of the State of Nevada, as applicable, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in Clark County, Nevada. The parties consent to this method of dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees and costs and the decision of the arbitrator shall be final, binding and enforceable in any court.

10. Limited Capacity of Escrow Agent. This Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated, or involved in the business decisions or business activities of Issuer, portal, or Subscriber. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be

1A-8-6

responsible to notify, any party thereto or any other party interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith. Escrow Agent’s entire liability, and Broker and Issuer’s exclusive remedy, in any cause of action based on contract, tort, or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid to Escrow Agent by Issuer. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

11. Indemnity. Issuer agrees to defend, indemnify and hold Escrow Agent and its related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively, “Escrow Agent Indemnified Parties”) harmless from and against any loss, liability, claim, or demand, including attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of (i) this Agreement or a breach of any provision in this Agreement, or (ii) any change in regulation or law, state or federal, and the enforcement or prosecution of such as such authorities may apply to or against Issuer. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Issuers business and/or associated persons. The defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

12. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

13. Escrow Agent Compliance. Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, law enforcement or prosecution policies, and any interpretations of any of the foregoing, and without necessity of notice, Escrow Agent may (i) modify either this Agreement or the Escrow Account, or both, to comply with or conform to such changes or interpretations or (ii) terminate this Agreement or the Escrow Account or both if, in the sole and absolute discretion of Escrow Agent, changes in law

1A-8-7

enforcement or prosecution policies (or enactment or issuance of new laws or regulations) applicable to the Issuer might expose Escrow Agent to a risk of criminal or civil prosecution, and/or of governmental or regulatory sanctions or forfeitures if Escrow Agent were to continue its performance under this Agreement. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of Escrow Agent. Changes to this Agreement will be sent to Issuer via email. Escrow Agent may act or refrain from acting in respect of any matter referred to in this Escrow Agreement in full reliance upon and by and with the advice of its legal counsel and shall be fully protected in so acting or in refraining from acting upon advice of counsel. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safe the Escrow Amounts until directed otherwise by a court of competent jurisdiction or, (ii) interplead the Escrow Amount to a court of competent jurisdiction.

14. Waivers. No waiver by any party to this Agreement of any condition or breach of any provision of this Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained in this Agreement.

15. Notices. Any notice to Escrow Agent is to be sent to [email protected]. Any notices to Issuer will be to ______and any notices to the Broker will be sent to ______.

Any party may change their notice or email address giving notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m. Eastern time, provided that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid, certified mail, return receipt requested. Furthermore, all parties hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth above or as otherwise from time to time changed or updated in Issuer Dashboard, directly by the party changing such information, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider or technology, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, including statements, and if such documents are desired then that party agrees to directly and personally print, at their own expense, the electronically-sent communication(s) or dashboard reports and maintaining such physical records in any manner or form that they desire.

1A-8-8

16. Counterparts; Facsimile; Email; Signatures; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, and delivered by email in .pdf format, which shall be binding upon each signing party to the same extent as an original executed version hereof.

17. Substitute Form W–9: Section 6109 of the Internal Revenue Code requires Issuer to provide the correct Taxpayer Identification Number (TIN). Under penalties of Perjury, Issuer certifies that: (1) the tax identification number provided to Escrow Agent is the correct taxpayer identification number and (2) Issuer is not subject to backup withholding because: (a) Issuer is exempt from backup withholding, or, (b) Issuer has not been notified by the Internal Revenue Service that it is subject to backup withholding. Issuer agrees to immediately inform Escrow Agent in writing if it has been, or at any time in the future is, notified by the IRS that Issuer is subject to backup withholding.

18. Survival. Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to Sections 3, 4, 5, 9, 10, 11, 12 and 14 of this Agreement. Upon any termination, Escrow Agent shall be compensated for the services as of the date of the termination or removal.

[Signature Page Follows]

1A-8-9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ISSUER:

EVOLUTION DEVELOPMENT GROUP, INC.

By:______

Name:______Title:______

BROKER:

______

By:______

Name:______Title:______

ESCROW AGENT:

Prime Trust, LLC

By:______

Name:______Title:______

1A-8-10

SCHEDULE A

ESCROW AGENT FEES

[ATTACHED & LISTED ON ISSUER DASHBOARD]

1A-8-11

______

EXHIBIT 1A-11

CONSENT OF INDEPENDENT AUDITORS AND COUNSEL

______

1A-11-1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

June 5, 2020

Board of Directors Evolution Development Group, Inc.

We hereby consent to the inclusion in the Offering Circular filed under Regulation A tier 2 on Form 1-A of our reports dated April 26, 2020, with respect to the balance sheet of Evolution Development Group, Inc. as of December 31, 2019 and 2018 and the related statements of operations, shareholders’ equity/deficit and cash flows for the period from October 4, 2018 (inception) to December 31, 2018 and the calendar year period ended 2019, and the related notes to the financial statements.

/s/ IndigoSpire CPA Group IndigoSpire CPA Group, LLC Aurora, Colorado

June 5, 2020

1A-11-2

ALMERICO LAW KENDALL A. ALMERICO P.A. ATTORNEY AT LAW

CROWDFUNDING LAW w JOBS ACT w REGULATION A w REGULATION CF w PRIVATE EQUITY w CORPORATE LAW

June 5, 2020

Board of Directors Evolution Development Group, Inc.

I hereby consent to the inclusion in the Offering Circular filed under Regulation A tier 2 on Form 1-A of any and all statements made by me as counsel who prepared or certified any part of the Offering Circular any such information included in the Offering Circular on the basis of my authority or in reliance upon my status as an expert.

/s/ Kendall A. Almerico, President Kendall A. Almerico, P.A. Washington DC

1A-11-3

______

EXHIBIT 1A-12

LEGAL OPINION OF KENDALL ALMERICO

______

1A-12-1

ALMERICO LAW KENDALL A. ALMERICO P.A. ATTORNEY AT LAW

CROWDFUNDING LAW w JOBS ACT w REGULATION A w REGULATION CF w PRIVATE EQUITY w CORPORATE LAW ______

May 27, 2020

John Norman CEO – Evolution Development Group, Inc. 10949 Esteban Drive Ft. Myers, FL 33912

Re: Evolution Development Group, Inc.

Dear Mr. Norman:

In connection with the Regulation A offering of Class B Common Stock for Evolution Development Group, Inc. dated May 27, 2020, please accept this letter as my opinion under the laws of the state of Florida as to the legality of the securities covered by the Offering Statement.

It is my opinion that under the laws of the state of Florida, the Class B Common Stock offered will, when sold, be legally issued, fully paid and non-assessable.

Very truly yours,

/s/ Kendall A. Almerico

Kendall A. Almerico

Washington DC Office 1440 G Street NW Washington DC 20005

Office: (202) 370-1333 E-mail: [email protected] www.Almerico.com Member of the Florida Bar

1A-12-2

______

EXHIBIT 1A-13

TESTING THE WATERS ______

To review Testing The Waters materials filed through EDGAR with the Commission prior to 11-30-20 please click this link:

https://www.sec.gov/Archives/edgar/data/1758533/000175853320000007/ttwnew.htm

To review Testing The Waters materials not previously filed through EDGAR with the Commission please click this link:

https://evoinvest.com/wp-content/uploads/EVO-Invest-NEW-OLD-TTW-Nov-29-2020.pdf

1A-13-1 WEBSITE - OLD

Homepage

Evoinvest.com

Evo Invest Website - 10.22.2020

SOCIAL POSTS - OLD

04.21.2020. - Facebook post

04.21.2020. - Instagram post

04.22.2020. - Twitter post

04.23.2020. - Instagram post

04.24.2020. - Facebook & LinkedIn Post

04.25.2020. - Facebook post

04.25.2020. - Instagram post

04.27.2020. - Facebook & LinkedIn Post

04.27.2020. - Instagram Post

04.29.2020. - Facebook & LinkedIn Post

04.29.2020. - Instagram Post

05.01.2020. - Facebook & LinkedIn Post

05.03.2020 - Instagram post

05.07.2020.- Facebook & LinkedIn Post

05.07.2020. - Instagram post

05.11.2020. - Instagram post

05.15.2020. - Instagram post

05.16.2020. - Facebook & LinkedIn Posts

05.19.2020. - Instagram post

Instagram Post - 05.23.2020

Facebook & LinkedIn Post - 05.23.2020

Instagram post - 05.27.2020 Facebook & LinkedIn post - 05.27.2020.

Twitter post - 05.27.2020 Instagram post - 05.31.2020

Instagram post - 06.06.2020

ADS - OLD

WEBSITE - NEW

EVO INVEST LANDING PAGE - NEW

SOCIAL POSTS - NEW

Instagram - 4/21/2020

Instagram - 4/23/2020

Instagram - 4/25/2020

Instagram - 4/27/2020

Instagram - 4/29/2020

Instagram - 5/3/2020

Instagram - 5/7/2020

Instagram - 5/11/2020

Instagram - 5/15/2020

Instagram - 5/19/2020

Instagram - 5/23/2020

Instagram - 5/27/2020

Instagram - 5/31/2020

Instagram - 6/5/2020

Facebook - 4/21/2020

Facebook - 4/24/2020

Facebook - 4/25/2020

Facebook - 4/27/2020

Facebook - 4/29/2020

Facebook - 5/1/2020

Facebook - 5/7/2020

Facebook - 5/23/2020

Facebook - 5/27/2020

LinkedIn - 4/22/2020

LinkedIn - 4/26/2020

LinkedIn - 4/27/2020

LinkedIn - 4/29/2020

LinkedIn - 5/1/2020

LinkedIn - 5/7/2020

LinkedIn - 5/24/2020

LinkedIn - 5/27/2020

Instagram - 06/16/2020

Instagram post - 06/20/2020

Facebook post - 06/20/2020

Instagram - 06/26/2020

Instagram - 7/3/2020

Instagram - 7.10.2020.

LinkedIn - 7.15.2020

Twitter - 7.15.2020.

Facebook - 7/16/2020

Instagram - 7/16/2020

YouTube - 7.16.2020.

YouTube - 7.21.2020.

Youtube - 7.21.2020.

YouTube - 7.21.2020.

Instagram - 7.21.2020.

Facebook - 7.22.2020.

LinkedIn - 7.25.2020.

Instagram - 7.25.2020.

Facebook - 7.25.2020.

Youtube- 7.28.2020.

Instagram - 8.3.2020.

Instagram - 8.7.2020.

Facebook & LinkedIn - 8.4.2020.

Facebook - 8.8.2020.

Instagram - 8.16.2020.

Facebook & LinkedIn - 8.20.2020.

Instagram - 8.20.2020.

Facebook & LinkedIn - 8.25.2020.

Instagram - 8.25.2020.

Instagram - 09.01.2020.

Facebook - 9.3.2020.

Instagram - 9.3.2020.

YouTube - 9.3.2020.

Instagram 9.15.2020.

Facebook & LinkedIn - 9.15.2020.

Instagram - 9.17.2020.

Facebook & LinkedIn - 9.17.

Instagram - 9.22.2020.

Facebook & LinkedIn - 9.22.2020.

Instagram - 9.24.2020.

Facebook & LinkedIn - 9.24.2020.

Instagram - 9.26.2020.

Facebook & LinkedIn - 9.26.2020.

Instagram - 9.29.2020.

Facebook & LinkedIn - 9.29.2020.

Instagram - 10.1.2020.

Facebook & LinkedIn - 10.1.2020.

Instagram - 10.3.2020.

Facebook & LinkedIn - 10.3.2020.

Instagram - 10.7.2020.

Facebook & LinkedIn - 10.7.2020.

Facebook & LinkedIn - 10.9.2020.

Instagram - 10.9.2020.

Instagram - 10.12.2020.

Facebook & LinkedIn - 10.12.2020.

Instagram - 10.14.2020.

Facebook & LinkedIn - 10.14.2020.

Facebook & LinkedIn - 10.16.2020.

Instagram - 10.16.2020.

Instagram - 10.19.2020.

Facebook & LinkedIn - 10.19.2020.

Instagram - 10.21.2020.

Facebook & LinkedIn - 10.21.2020.

Facebook - 10.22.2020.

LinkedIn - 10.22.2020.

Instagram - 10.22.2020.

Facebook & LinkedIn - 10.23.2020.

Instagram - 10.23.2020.

Instagram - 10.24.2020.

Facebook & LinkedIn - 10.24.2020.

Facebook & LinkedIn - 10.26.2020.

Instagram - 10.26.2020.

Facebook & LinkedIn - 10.27.2020

Instagram - 10.27.2020.

Facebook & LinkedIn- 10.30.2020.

Instagram - 10.30.2020.

Instagram - 11.2.2020.

Instagram - 11.3.2020.

Facebook & LinkedIn - 11.5.2020.

EMAIL - NEW

FACEBOOK ADS TEXT LIMITATIONS

ADS - NEW