Ovid Capital Ventures Inc. Provides Update Regarding Its Qualifying Transaction With iTech Medical, Inc. - Seite 2

Pursuant to the Merger Agreement, Ovid has allotted and reserved for issuance a total of 15,000,000 Ovid common shares (the "Milestone Shares") upon the conversion, if any, of the Ovid Series B Preferred Shares if the surviving corporation generates a minimum of $7,500,000 in gross revenues during the three fiscal years immediately following the closing (each such fiscal year to be for a period of at least twelve months), as reflected on the surviving corporation's audited annual consolidated financial statements for such fiscal years. For greater certainty, and based upon the number of issued and outstanding iTech common shares, the 14,333,604 Ovid Series B Preferred Shares to be issued in exchange for the iTech common shares would be converted into an equivalent number of Milestone Shares. The Milestone Shares, if any, will be issued promptly following the filing of the audited annual consolidated financial statements evidencing the fact that the above-mentioned revenue milestone has been met, subject to the restriction that if the Milestone Shares are issued prior to the end of the third fiscal year ended immediately following the closing, then such Milestone Shares will be subject to a legend restricting their resale, pledge or other transfer until the date which is 36 months following the closing. If the revenue milestone is not met, then the outstanding shares of Ovid Series B Preferred Shares will automatically be cancelled and returned to treasury without any further action or formality on the part of the holder thereof or the Issuer. In addition, as soon as practicable, but in any event no later than five Business Days following the effective time of the merger, iTech and its outside accountants shall prepare and deliver to the Resulting Issuer a consolidated closing statement of financial
position of iTech as at the closing date and prior to giving effect to the merger (the "Closing Statement"). Ovid has allotted and reserved for issuance of up to 4,000,000 Ovid common shares (collectively, the "Liability Shares") upon the conversion, if any, of the Ovid Series A Preferred Shares. If, based on the Closing Statement, the consolidated liabilities of iTech are (i) equal to or less than $300,000, then the outstanding shares of Ovid Series A Preferred Shares will automatically convert into a maximum of 4,000,000 Liability Shares, (ii) greater than $300,000 but less than $400,000, then the outstanding shares of Ovid Series A Preferred Shares will automatically convert into a maximum of 2,000,000 Liability Shares, or (iii) greater than $400,000, then the outstanding shares of Ovid Series A Preferred Shares will automatically be cancelled and returned to treasury without any further action on the part of any shareholder. For greater certainty, and based upon the number of issued and outstanding iTech common shares, the maximum number of Liability Shares issuable upon the conversion, if any, of the 3,981,875 Ovid Series A Preferred Shares to be issued in exchange for the iTech common shares would be a total of 3,981,875 Liability Shares.