REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2015 • 2304101 Ontario Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 2015 between 2304101 Ontario Inc., an Ontario corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT 2304101 Ontario Inc.2304101 Ontario Inc. • September 24th, 2015
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from 2304101 ONTARIO INC., an Ontario corporation (the “Company”), up to __________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the extent that the Company has reserved such aggregate number of shares
SECURED CONVERTIBLE NOTE DUE JULY ___, 20172304101 Ontario Inc. • September 24th, 2015 • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of 2304101 ONTARIO INC., an Ontario corporation, (the “Borrower”), having its principal place of business at 100 College Street, Suite 213, Toronto, ON M5G 1L5, Fax: (800) 887-5525, due July ___, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
EHAVE, INC. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • October 11th, 2022 • Ehave, Inc. • Services-computer programming services • Florida
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2015 • 2304101 Ontario Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2015, between 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • October 11th, 2022 • Ehave, Inc. • Services-computer programming services • Ontario
THIS EXECUTIVE CONSULTING AGREEMENT (the “Agreement”), effective as of the 1st day of January 2021, is by and between on the one hand, Ehave, Inc., an Ontario corporation, with a headquarters address of 18851 NE 29th Avenue Suite 700, Miami, FL 33180 (the “Company”) and on the other hand, Benjamin Kaplan, an individual (“Consultant”), with an address of c/o Ehave, Inc., 1800 S. Ocean Dr. PH2, Hallandale Beach, FL 33309.
STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2015 • 2304101 Ontario Inc. • Ontario
2304101 ONTARIO INC. o/a Behavioural Neurological Applications and Solutions, a corporation incorporated and existing under the laws of the Province of Ontario (the "Company")
EHAVE, INC. SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • June 14th, 2018 • Ehave, Inc. • Services-computer programming services • Ontario
SERVICES AGREEMENTServices Agreement • June 14th, 2018 • Ehave, Inc. • Services-computer programming services • Ontario
Ehave, Inc. a company incorporated under the laws of the Province of Ontario and having its head office at 277 Lakeshore Road East, Suite 203, Oakville, Ontario, L6J 6J3 (the “Company”)
Escrow AgreementEscrow Agreement • December 18th, 2015 • 2304101 Ontario Inc. • Services-computer programming services • New York
This Escrow Agreement (this "Agreement"), dated as of November ___, 2015, among 2304101 Ontario Inc., a Canadian corporation having its principal place of business at 100 College Street, Suite 302, Toronto, ON M5G 1L5 (the "Company") and David Lubin & Associates, PLLC, a law firm having its principal place of business at 108 S. Franklin Avenue, Valley Stream, NY 11580 (the "Escrow Agent") and each Investor (as defined below) joining this Agreement from time to time. The Company and each Investor are sometimes referred to herein collectively as the "Escrow Parties."
PROMISSARY NOTEPromissary Note • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
THIS COLLABORATION AND SERVICES AGREEMENT dated as of the March 2, 2018 is madeCollaboration and Services Agreement • June 14th, 2018 • Ehave, Inc. • Services-computer programming services • Ontario
AGREEMENTAgreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
THIS AGREEMENT (the “Agreement”) is made and entered into as of February 27, 2019, by and between Ehave, Inc. (the “Company”), and KW Capital Partners Ltd. (the “Grantee”), a shareholder of the Company.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2017 • Ehave, Inc. • Services-computer programming services • Ontario
Whereas the Company wishes to engage the Executive in the position of Chief Technology Officer and the Executive wishes to be employed by the Company in that capacity; and
THIS PLEDGE AGREEMENT (the "Agreement") is made as of the [●], 2019, BETWEEN: EHAVE, INC. (the "Pledgor") -and- ZYUS LIFE SCIENCES INC. (the "Pledgee") RECITALS:Pledge Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
NOW THEREFORE, in consideration of the mutual covenants set for herein, and for other good and valuable consideration (the receipt and sufficiency are hereby acknowledged by each party hereto)
AGREEMENTAgreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York
THIS AGREEMENT (the “Agreement”) is made and entered into as of February 27, 2019, by and between Ehave, Inc. (the “Company”), and Bezaelel Partners, LLC (the “Grantee”), a shareholder of the Company.
LETTER AGREEMENTLetter Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York
This LETTER AGREEMENT (this “Agreement”), dated as of September 24, 2018, is entered into by and among EHAVE, INC., an Ontario corporation (the “Company”), and the Lenders identified on the signature page hereto.
TERM LOAN AGREEMENTTerm Loan Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services
BETWEEN: EHAVE, INC., a corporation duly incorporated under the Business Corporations Act (Ontario), having its principal place of business at 277 Lakeshore Road East, Suite 203, City of Oakville, Province of Ontario, L6J 6J3, Canada, herein acting and represented by Prateek Dwivedi, duly authorized for the purpose as he so declares,
ESCROW AGREEMENTEscrow Agreement • September 24th, 2015 • 2304101 Ontario Inc. • New York
This Agreement is dated as of the 7th day of July, 2015 among 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the “Company”), the parties identified on Schedule A hereto (each a “Purchasers”, and collectively “Purchasers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
EHAVE, INC. As Vendor - and - ZYUS LIFE SCIENCES INC. As Purchaser ASSET PURCHASE AGREEMENT March 22, 2019Asset Purchase Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
AMENDMENT TO ESCROW AGREEMENT AND DEFINITIVE AGREEMENTSEscrow Agreement • February 2nd, 2021 • Ehave, Inc. • Services-computer programming services
This AMENDMENT TO ESCROW AGREEMENT AND DEFINITIVE AGREEMENTS (this “Amendment”) is entered into effective this 4th day of January, 2021, by and among COLONIAL STOCK TRANSFER COMPANY, INC. (“Escrow Agent”), a Utah corporation located at 66 Exchange Place, Salt Lake City, Utah 84111; 20/20 GLOBAL, INC., a Nevada corporation (“20/20 Global”); MARK D. WILLIAMS, COLIN GIBSON, and THE ROBERT AND JOANNA WILLIAMS TRUST (the “20/20 Global Stockholders”) EHAVE INC., an Ontario corporation (“Ehave”); and MYCOTOPIA THERAPIES INC., a Florida corporation (“MYC”), based on the following:
Memorandum of UnderstandingMemorandum of Understanding • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
NOW THEREFORE, in consideration of the premises and the mutual agreements herein, and of other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:
OFFER TO SUBLEASEEhave, Inc. • May 16th, 2017 • Services-computer programming services
RE: Offer to Sublease the premises as leased (the “Head Lease”) to Home Trust Company (the “Sublandlord”) by LPF Realty Office Inc. (the “Landlord”), located in the building known as 2020 Winston Park Drive, Oakville, Ontario (the “Building”) on the 2nd floor of the Building (the “Premises”).
Memorandum of UnderstandingMemorandum of Understanding • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
NOW THEREFORE, in consideration of the premises and the mutual agreements herein, and of other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:
Cooperation and Project Funding Agreement Agreement made this 7th day of June, 2012, by and BETWEEN The Canada-Israel Industrial Research and Development Foundation (hereinafter referred to as "the Foundation" or "CIIRDF") AND Behavioural Neurological...Cooperation and Project Funding Agreement • November 16th, 2015 • 2304101 Ontario Inc. • Services-computer programming services
WHEREAS the Government of the Province of Ontario as represented by the Premier of the Province of Ontario (hereinafter referred to as "Ontario") and the Government of the State of Israel as represented by the Minister of Industry, Trade and Labor (hereinafter referred to as "Israel"), did, on the 8th day of April, 2005, sign a Memorandum of Understanding concerning bilateral cooperation in private sector industrial research and development (hereinafter refeered to as "the MOU");
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • September 24th, 2015 • 2304101 Ontario Inc. • Ontario
This Convertible Loan Agreement (this “Agreement”) is made and entered into as of this __ day of _________, 2014 (the “Effective Date”) by and among 2304101 Ontario Inc.., operating as Behavioural Neurological Applications and Solutions of 100 College Street, Suite 213, Toronto, ON M5G 1L5 (the “Company”), and those persons and entities listed in Exhibit A (each, a “Lender”, and collectively, the “Lenders”). Except as expressly provided in this Agreement, each such Lender's undertakings and obligations hereunder are made separately and independently to the other Lenders' obligations and undertakings set out herein.
ESCROW AGREEMENTEscrow Agreement • November 16th, 2015 • 2304101 Ontario Inc. • Services-computer programming services • New York
This Agreement is dated as of the 7th day of July, 2015 among 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the "Company"), the parties identified on Schedule A hereto (each a "Purchasers", and collectively "Purchasers"), and Grushko & Mittman, P.C. (the "Escrow Agent"):
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 16th, 2015 • 2304101 Ontario Inc. • Services-computer programming services
THIS MEMORANDUM OF UNDERSTANDING (the "MOU") is made effective as of December 8, 2011 (the "Effective Date"), by and between Behaviour Neurological Applications and Solutions ("Company"), and The Hospital for Sick Children ("Hospital"), located at 555 University Avenue, Toronto, Ontario, Canada (collectively, the "Parties").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2017 • Ehave, Inc. • Services-computer programming services • Ontario
Whereas the Company wishes to engage the Executive in the position of Chief Executive Officer and the Executive wishes to be employed by the Company in that capacity; and
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • September 24th, 2015 • 2304101 Ontario Inc.
THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made as of December 9, 2014 (the “Effective Date”) by and between Pear Therapeutics, Inc. (“Pear”), a Delaware corporation having its principal place of business at 55 Temple Place, Floor 3, Boston MA 02111, and Behavioural Neurological Applications and Solutions Inc. (“Licensor”), having his principal place of business at 100 College Street, Suite 213, Toronto, ON M5G 1L5.
November 1, 2016Letter Agreement • May 16th, 2017 • Ehave, Inc. • Services-computer programming services
This letter agreement (this “Agreement”) will confirm our understandings with respect to the retention of Tiberend Strategic Advisors, Inc. (“Tiberend”) to provide public relations and investor relations services to Ehave, Inc. (“you”).
ADDENDUM TO BRIDGE LOAN AGREEMENT DATED SEPTEMBER 24, 2018Bridge Loan Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York
LICENCE AGREEMENT made this 24st day of April, 2015Licence Agreement • November 16th, 2015 • 2304101 Ontario Inc. • Services-computer programming services • Ontario
AND WHEREAS the University is willing to provide the use of 21.28 square metres /229.06 square feet assignable floor area comprising Room 302 covering the period May 1, 2015 to April30, 2016 to be used as office space, including all existing furnishings and equipment (if any), and being located on the second (2nd) level of the Banting Institute at 100 College Street, as shown cross-hatched on Schedule "A" attached hereto (the "Licenced Premises") to the Corporation under licence from the University and upon the terms and conditions hereinafter set forth;
FIRST AMENDMENT AGREEMENT RE: API INTEGRATION & DISTRIBUTION AGREEMENTFirst Amendment Agreement • June 14th, 2018 • Ehave, Inc. • Services-computer programming services
This is a First Amendment to the Agreement (the "First Amendment Agreement") and is effective from the date of full execution (the "Amendment Effective Date"). This First Amendment Agreement is by and between
CONSULTING AGREEMENTConsulting Agreement • November 16th, 2015 • 2304101 Ontario Inc. • Services-computer programming services • Ontario
This consulting agreement (the Agreement) is made as of the 1st day of June, 2012 by and between 2304101 ONTARIO INC. O/A BEHAVIOURAL NEUROLOGICAL APPLICATIONS AND SOLUTIONS,, an Ontario corporation (the Corporation) and DR. RUSSELL SCHACHAR, residing at Toronto, Ontario (Consultant).
