Kaival Brands Innovations Group, Inc. entered into a Consulting Agreement with Inflection Partners LLC pursuant to which the Company engaged Inflection Partners to provide investor relations, corporate communication, marketing, strategic advising, and operational activities. In connection therewith, the Company issued 1,000,000 million shares of the company’s restricted common stock to Inflection Partners as partial consideration for the Services rendered or to be rendered to the Company. These issuances were exempt from the registration requirements of the Securities Act of 1933, as amended by virtue of Section 4(a)(2) thereof as transactions not involving a public offering.