| Organization and Business Operations | Note 1— Organization
and Business Operations Organization and General Bannix Acquisition Corp.
(the “Company”) is a blank check company incorporated in the state of Delaware on January 21, 2021. The Company was formed
for the purpose of effecting mergers, capital stock exchange, asset acquisitions, stock purchases, reorganization or similar business
combinations with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination
target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any
Business Combination target with respect to the Business Combination. As of June 30, 2023, the
Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through June 30, 2023 relates
to the Company’s formation and the initial public offering (the “IPO”) (as defined below) and the Company’s search
for a target for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and
cash equivalents from the proceeds derived from the IPO and non-operating income or expense from the changes in the fair value of warrant
liabilities. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies. Financing The Company’s original
sponsors were Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”)
and Seema Rao (“Rao”). On October 20, 2022, pursuant
to a Securities Purchase Agreement (“SPA”), Instant Fame LLC, a Nevada limited liability company controlled by a U.S. person
(“Instant Fame”) (the “new Sponsors”), acquired an aggregate of 385,000 As a result of the above,
Subash Menon resigned as Chief Executive Officer and Chairman of the Board of Directors of the Company and Nicholas Hellyer resigned as
Chief Financial Officer, Secretary and Head of Strategy. Douglas Davis was appointed as the Chief Executive Officer of the Company. Further,
Balaji Venugopal Bhat, Subbanarasimhaiah Arun and Vishant Vora resigned as Directors of the Company. Mr. Bhat, Mr. Arun and Mr. Vora served
on the Audit Committee with Mr. Bhat serving as the committee chair. Mr. Bhat, Mr. Arun and Mr. Vora served on the Compensation Committee
with Mr. Arun serving as the committee chair. The Board was also increased
from two to seven and Craig Marshak and Douglas Davis were appointed as Co-Chairmans of the Board of Directors effective immediately.
Further, Jamal Khurshid, Eric T. Shuss and Ned L. Siegel were appointed to the Board of Directors of the Company. The resignations referenced
above were not the result of any disagreement with management or the Board. On November 10, 2022, Sudeesh
Yezhuvath resigned as a director of the Company for personal reasons. The resignation was not the result of any disagreements with management
or the Board. Due to vacancies as results
of board members departure, on November 11, 2022 the Board made the following decisions: (i) Jamie Khurshid, Ned Siegel and Eric Shuss
each have been identified as being financially literate and independent under the SEC and Nasdaq Rules have been appointed to the Audit
Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule
14F Information Statement. Mr. Khurshid chairs the audit committee. (ii) Mr. Siegel, Mr. Shuss and Craig Marshak each have been identified
as being independent under the SEC and Nasdaq Rules were appointed to the Compensation Committee to serve until their successors are qualified
and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. (iii) Messrs. Davis and
Marshak have been appointed as Class III directors, Subash Menon has been appointed as a Class I director and, subject to the mailing
of the Schedule 14F Information Statement, Messrs. Khurshid, Siegel and Shuss have been appointed as the Class II directors. The Schedule
14F Information Statement was mailed on or about November 15, 2022. The registration statements
for the Company’s IPO were declared effective on September 9, 2021 and September 10, 2021 (the “Effective Date”). On
September 14, 2021, the Company consummated its IPO of 6,900,000 units at $10.00 per unit (the “Units”), which is discussed
in Note 2. Each Unit consists of one share of common stock (the “Public Shares”), one redeemable warrant to purchase one share
of common stock at a price of $11.50 per share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one
share of common stock upon the consummation of the Business Combination. Concurrent with the IPO,
the Company consummated the issuance of 406,000 private placement units (the “Private Placement Units”) as follows: the Company
sold 181,000 Private Placement Units to certain investors for aggregate cash proceeds of $2,460,000 and issued an additional 225,000 private
placement units to the Sponsor in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them (see Note 5).
Each Private Placement Unit consists of one share of common stock, one redeemable warrant to purchase one share of common stock at a price
of $11.50 per whole share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock
upon the consummation of the Business Combination. The Company’s management has broad discretion with respect to the specific application
of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally
applied toward consummating a Business Combination. Trust Account Following the closing of
the IPO on September 14, 2021, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and
Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay
its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering
and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the
Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder
vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public
Shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of this offering, or within
any period of extension, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of
the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. On December 13, 2022,
the Company issued an unsecured promissory note in favor of Instant Fame, in the principal amount of $ 690,000 75,000 The Company held a Special
Meeting of Stockholders on March 8, 2023 at 12:00 p.m. Eastern Time (the “Special Meeting”). At the Special Meeting, the stockholder
approved the filing of an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the
“Extension Amendment”), to extend the date (the “Extension”) by which the Company must (1) complete a merger,
share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company
and one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding
up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s common stock (“common stock”)
included as part of the units sold in the Company’s initial public offering that was consummated on September 14, 2021 (the “IPO”),
from March 14, 2023, and to allow the Company, without another stockholder vote, to further extend the date to consummate a Business Combination
on a monthly basis up to twelve (12) times by an additional one (1) month each time after March 14, 2023 or later extended deadline date,
by resolution of the Company’s board of directors (the “Board”), if requested by Instant Fame upon five days’
advance notice prior to the applicable deadline date, until March 14, 2024, or a total of up to twelve (12) months after March 14, 2023
(such date as extended, the “Deadline Date”), unless the closing of a Business Combination shall have occurred prior thereto. For the three and six months
ended June 30, 2023, the Company has deposited $ 225,000 300,000 0 Initial Business Combination The Company had until December
13, 2022 to consummate the initial Business Combination. Pursuant to the terms of the bylaws and the trust agreement entered into between
the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the
initial Business Combination, the new Sponsors, upon five days advance notice prior to the applicable deadline, must deposit into the
Trust Account for each three-month extension, $690,000 ($0.10 per share in either case) on or prior to the date of the applicable deadline,
up to an aggregate of $1,380,000, or approximately $0.20 per share. On December 13, 2022, the Company issued an unsecured promissory note
(the “December 2022 Note”) in favor of Instant Fame, in the principal amount of $ 690,000 75,000 0.07 75,000 In the event that the Company
receives notice from Instant Fame five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company
intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company
intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.
Instant Fame and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete
the initial Business Combination. If the Company is unable to consummate the initial Business Combination within the applicable time period,
the Company will, promptly but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds
held in the Trust Account and promptly following such redemption, subject to the approval of the remaining stockholders and the board
of directors, dissolve and liquidate, subject in each case to the obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. In such event, the rights and warrants will be worthless. Additionally, pursuant to Nasdaq rules,
any initial Business Combination must be approved by a majority of the independent directors. The Company anticipates structuring
the initial Business Combination so that the post-transaction company in which the public stockholders’ own shares will own or acquire
substantially all of the equity interests or assets of the target business or businesses. The Company may, however, structure the initial
Business Combination such that the post-transaction company owns or acquires less than substantially all of such interests or assets of
the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but the Company
will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction
company owns or acquires 50% or more of the voting securities of the target, the stockholders prior to the initial Business Combination
may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company
in the Business Combination transaction. For example, the Company could pursue a transaction in which the Company issue a substantial
number of new shares in exchange for all of the outstanding capital stock of shares or other equity interests. In this case, the Company
would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, the
stockholders immediately prior to the initial Business Combination could own less than a majority of the outstanding shares subsequent
to the initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% of net assets test. If the initial Business Combination involves more than one target business, the 80% of net
assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are
not closed simultaneously. Although the Company believes
that the net proceeds of the offering will be sufficient to allow the Company to consummate a Business Combination the Company cannot
ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either
because of the size of the Business Combination, the depletion of the available net proceeds in search of a target business, or because
the Company becomes obligated to redeem a significant number of the Public Shares upon consummation of the initial Business Combination,
the Company will be required to seek additional financing, in which case the Company may issue additional securities or incur debt in
connection with such Business Combination. Furthermore, the Company may issue a substantial number of additional shares of common or preferred
stock to complete the initial Business Combination or under an employee incentive plan upon or after consummation of the initial Business
Combination. The Company does not have a maximum debt leverage ratio or a policy with respect to how much debt the Company may incur.
The amount of debt the Company will be willing to incur will depend on the facts and circumstances of the proposed Business Combination
and market conditions at the time of the potential Business Combination. At this time, the Company is not party to any arrangement or
understanding with any third party with respect to raising additional funds through the sale of the securities or the incurrence of debt.
Subject to compliance with applicable securities laws, the Company would only consummate such financing simultaneously with the consummation
of the initial Business Combination. Nasdaq rules require that
the initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80% of the assets held in the Trust Account (excluding advisory fees and taxes payable on the income earned on the Trust Account)
at the time of the agreement to enter into the initial Business Combination. If the board is not able to independently determine the fair
market value of the target business or businesses, the Company will obtain an opinion from an independent investment banking firm or an
independent accounting firm with respect to the satisfaction of such criteria. The Company does not intend to purchase multiple businesses
in unrelated industries in connection with the initial Business Combination. The Company will provide
its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business
Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of
a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct
a tender offer will be made by the Company, solely at its discretion. The stockholders will be entitled to redeem their shares for a pro
rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations plus additional deposits
to extend the Combination Period). The initial carrying value
of the common stock subject to redemption is recorded at an amount equal to the proceeds of the public offering less (i) the fair value
of the public warrants and less (ii) offering costs allocable to the common stock sold as part of the units in the IPO. Such initial carrying
value is classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” The Company’s amended
and restated certificate of incorporation provides that in no event will it redeem the public shares in an amount that would cause the
Company’s net tangible assets to be less than $5,000,001 both immediately before and after the consummation of the Business Combination
(so that the Company is not subject to the SEC’s “penny stock” rules). Redemptions of the Company’s public shares
may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination.
For example, the Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred
to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance
with the terms of the Business Combination. In the event the aggregate cash consideration the Company would be required to pay for all
shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms
of the Business Combination exceed the aggregate amount of cash available to the Company, it will not complete the Business Combination
or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. The new Sponsors, officers
and directors and Representative (as defined in Note 6) have agreed to (i) waive their redemption rights with respect to their Founder
Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with
respect to their Founder Shares (as defined below) and Public Shares in connection with a stockholder vote to approve an amendment to
the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from
the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination
Period. The Company’s new Sponsors
have agreed that they will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.46
per Public Share (subject to increase of up to an additional $75,000 per month in the event that our sponsors elect to extend the period
of time to consummate a business combination as set forth in the Extension Amendment) and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.46 per share due to reductions in the
value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. However, the Company has not asked its new Sponsors to reserve for such indemnification
obligations, nor has the Company independently verified whether its new Sponsors have sufficient funds to satisfy its indemnity obligations
and believe that the Company’s new Sponsors’ only assets are securities of the Company. Therefore, the Company cannot assure
that its new Sponsors would be able to satisfy those obligations. On March 8, 2023 the Company
held the Special Meeting and approved the date by which the Company must consummate a business combination, up to March 14, 2024 with
approval of the board of directors and additional deposits of funds in the Trust Account. In connection with the vote on the Extension
Amendment (described below) at the Special Meeting, stockholders holding a total of 3,960,387 41,077,199 10.37201 5,463,613 As disclosed by the Company
in its additional materials to its proxy statement filed on March 6, 2023 with respect to the remaining funds held in the Trust Account
following the Special Meeting and the related redemptions, the Company stated it plans to maintain the remaining amount in its Trust Account
in an interest-bearing demand deposit account at a bank. On April 6, 2023, Continental
Stock Transfer & Trust Company established and funded a bank account with Citibank for all remaining funds from the Trust Account,
post-redemption, including interest accrued in the amount of $ 30,744,828 On April 13, 2023, the Company
issued an unsecured promissory note to the new Sponsor with a principal amount of $ 75,000 On April 19, 2023 and May
12, 2023, the Company issued unsecured promissory notes to Evie Autonomous LTD with a principal amount of $ 248,325 With the draw down of the
funds from the Extension Note and Evie Autonomous Extension Notes and deposits totaling $ 300,000 225,000 On May 10, 2023, the Company
engaged a law firm to assist with the proposed Business Combination with Evie Group. The Company has agreed to pay $ 30,000 70,000 500,000 On May 19, 2023, the Company
entered into an Executive Retention Agreement with Mr. Davis, Chief Executive Officer and Co-Chairman of the Board of Directors, providing
for an at-will employment arrangement that may be terminated by either party at any time, which provides for the payment of an annual
salary of $ 240,000 200,000 Propose Business Combination On April 17, 2023, the Company
entered into a binding letter of intent (the “Letter of Intent”) with Evie Autonomous Ltd. (“Evie”), and on May
8, 2023, Evie Autonomous Group Ltd (“Evie Group”) became a successor entity for the proposed Business Combination. GBT Technologies Inc. is
also a party to the Letter of Intent pursuant to which the Company agreed to acquire the Apollo System which is intellectual property
covered by patent application (publication number 2022/0405966) filed with the US Patent and Trademark Office. This patent application
describes a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs
2D/3D images of stationary and moving objects. The Apollo System is based on radio waves and can detect an entity’s moving and stationary
positions, enabling imaging technology to show these movements and positions on a screen in real time. This includes an AI technology
that controls the radio waves transmission and analyzes the reflections. The goal is to integrate the Apollo System as an efficient driver
monitoring system, detecting impaired or distracted drivers, providing audible and visual alerts. On June 23, 2023, the Company,
Evie Group, and the shareholder of the Evie Group (“Evie Group Shareholder”), entered into a Business Combination Agreement
(the “Business Combination Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent
in the Business Combination Agreement, the following transactions will occur: the acquisition by Bannix of all of the issued and outstanding
share capital of Evie Group from the Evie Group Shareholder in exchange for the issuance of eighty-five million new shares of common stock
of Bannix, $ 0.01 Representations and Warranties Under the Business Combination
Agreement, Bannix has made customary representations and warranties to Evie Group, and the Evie Group Shareholder relating to, among other
things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization,
Securities and Exchange Commission (the “SEC”) filings, financial statements, internal controls, absence of certain changes,
compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts,
transactions with related persons, the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and
the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, sanctions and certain business practices, private
placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further representations and warranties
and receipt of a fairness opinion. Under the Business Combination
Agreement, the Evie Group has made customary representations and warranties (on behalf of itself and its subsidiaries) to Bannix relating
to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental
approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts,
intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions
with related persons, insurance, material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices,
the Investment Company Act, finders’ and brokers’ fees and no misleading information supplied. Under the Business Combination
Agreement, the Evie Group Shareholder has made customary representations and warranties (with respect to itself only) to Bannix relating
to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention,
litigation, certain investment representations, finders’ and brokers’ fees and no misleading information supplied. Covenants The Business Combination
Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations
prior to the consummation of the transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with
all applicable listing requirements of The Nasdaq Stock Market LLC (“NASDAQ”) in connection with the transactions and (iii)
using commercially reasonable efforts to consummate the transactions and to comply as promptly as practicable with all requirements of
governmental authorities applicable to the transactions. The Business Combination Agreement also contains additional covenants of the
parties, including covenants providing for Bannix and Evie Group to use commercially reasonable efforts to file, and to cooperate with
each other to prepare the proxy statement of Bannix. Conditions to Closing The respective obligations
of each party to consummate the transactions, including the Share Acquisition, are subject to the satisfaction, or written waiver (where
permissible), by Evie Group and Bannix of the following conditions: ● Bannix’s
shareholders having approved and adopted the Shareholder Approval Matters; and ● the
absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the transactions. Conditions to the Obligations
of Evie Group and the Evie Group Shareholder The obligations of Evie Group
and the Evie Group Shareholder to consummate the transactions are subject to the satisfaction, or written waiver (by Evie Group, where
permissible) of the following conditions: ● the
representations and warranties of Bannix being true and correct as determined in accordance with the Business Combination Agreement; ● Bannix
having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and
covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date; ● Bannix
having delivered to Evie Group a certificate dated as of the Closing Date, signed by an officer of Bannix, certifying as to the satisfaction
of certain conditions specified in the Business Combination Agreement; ● no
Material Adverse Effect shall have occurred with respect to Bannix that is continuing and uncured; ● Bannix
having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to
Bannix on the Closing Date, and all such funds released from the Trust Account be available to the surviving company; ● Bannix
having provided the public holders of Bannix shares of common stock with the opportunity to make redemption elections with respect to
their Bannix shares of common stock pursuant to their Redemption Rights; ● the
Evie Group Shareholder receiving confirmation from HM Revenue & Customs that in respect of the transactions contemplated by this Agreement
(i) no counteraction notice under section 698 Income Tax Act 2007 will be given; and (ii) the provisions of section 137 of the Taxation
of Chargeable Gains Act 1992 do not apply with the result that the provisions of section 135 of that Act would not be prevented from applying;
and ● the
Ancillary Documents required to be executed by Bannix according to the Business Combination Agreement at or prior to the Closing Date
shall have been executed and delivered to Evie Group. Conditions to the Obligations
of Bannix The obligations of Bannix
to consummate the transactions are subject to the satisfaction, or written waiver (by Bannix where permissible) of the following conditions: ● the
representations and warranties of Evie Group and the Evie Group Shareholder being true and correct as determined in accordance with the
Business Combination Agreement; ● each
of Evie Group and the Evie Group Shareholder having performed in all material respects all of their respective obligations and complied
in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed
or complied with by them on or prior to the Closing Date; ● Evie
Group having delivered to Bannix a certificate dated as of the Closing Date, signed by the Company certifying as to the satisfaction of
certain conditions specified in the Business Combination Agreement but in each case, solely with respect to themselves; ● no
Material Adverse Effect shall have occurred with respect to Evie Group that is continuing and uncured; and ● the
Ancillary Documents required to be executed by Evie Group and the Evie Group Shareholder according to the Business Combination Agreement
at or prior to the Closing Date shall have been executed and delivered to Bannix. Termination The Business Combination
Agreement may be terminated, and the transactions may be abandoned at any time prior to the Closing Date, notwithstanding receipt of any
requisite approval and adoption of the Business Combination Agreement and the tran |
