0001615774-19-007951 Sample Contracts

PROMISSARY NOTE
Promissary Note • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
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AGREEMENT
Agreement • 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.

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)

AGREEMENT
Agreement • 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 AGREEMENT
Letter 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 AGREEMENT
Term 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,

EHAVE, INC. As Vendor - and - ZYUS LIFE SCIENCES INC. As Purchaser ASSET PURCHASE AGREEMENT March 22, 2019
Asset Purchase Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
Memorandum of Understanding
Memorandum 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:

Memorandum of Understanding
Memorandum 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:

ADDENDUM TO BRIDGE LOAN AGREEMENT DATED SEPTEMBER 24, 2018
Bridge Loan Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York
MINUTES OF SETTLEMENT
Minutes Of • May 15th, 2019 • Ehave, Inc. • Services-computer programming services

WHEREAS Ehave and Companion (collectively, the “Parties”) entered into a license and reseller agreement dated as of October 30, 2018 (the “License Agreement”);

Non-competition AGREEMENT
Non-Competition Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario

IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

ADDENDUM TO BRIDGE LOAN AGREEMENT DATED SEPTEMBER 24, 2018
Bridge Loan Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York
NOTE CONVERSION AGREEMENT
Note Conversion Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services

This LETTER AGREEMENT (this “Agreement”), dated as of March 7, 2019, is entered into by and among EHAVE, INC., an Ontario corporation (the “Company”), and __________. (the “Holder”).

WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York

This LETTER AGREEMENT (this “Agreement”), dated as of February 27, 2019, is entered into by and among EHAVE, INC., an Ontario corporation (the “Company”), and ____________(the “Holder”).

PROMISSARY NOTE
Promissary Note • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York
LETTER AGREEMENT
Letter 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 “Lender”).

LETTER AGREEMENT
Letter 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 “Lender”).

FORM OF NOTE
Bridge Loan Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York

THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

PROMISSARY NOTE
Promissary Note • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
THIS LICENSE AND RESELLER AGREEMENT dated as of the October 30, 2018 is made
License and Reseller Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • Ontario
BRIDGE LOAN AGREEMENT
Bridge Loan Agreement • May 15th, 2019 • Ehave, Inc. • Services-computer programming services • New York

THIS BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of February 27, 2019, is entered into by and between Ehave, Inc., an Ontario corporation (the “Company”), and each individual or entity named on an executed counterpart of a signature page hereto (each such signatory is referred to as a “Buyer” and collectively such signatories are referred to as the “Buyers”).

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